Koromako v Uluiviti [2019] NZHC 1268

Koromako v Uluiviti [2019] NZHC 1268

The 26 June 2018 meeting called by respondent was invalid for want of quorum because the Immediate Past President position was to remain vacant under the settlement deed and the only valid committee member present was the respondent; the 5 July 2018 meeting was valid and quorate (President and Bula Sub-Committee representative present) and validly co-opted officers into vacant roles; respondent failed without adequate explanation to attend three consecutive valid Executive Committee meetings and so, by operation of clause 9.7 of the Constitution, her membership ceased at the conclusion of the 28 August 2018 meeting; accordingly she acted in breach of the contractual relationship...

Citation
[2019] NZHC 1268
Parties
First Plaintiff/first Applicant President: Ratu Isoa Soqosoqo Koromako; First Plaintiff/first Applicant: Penaia Driu Samsamuvodre; First Plaintiff/first Applicant: Josala Koroiwaqalevu; First Plaintiff/first Applicant Chairperson of Bula Sub Committee: John Kotoisuva; First Plaintiff/first Applicant Bula Sub Committee Secretary: Liviana Hide; Second Plaintiff/second Applicant: Fiji Community Association of Auckland Inc; Defendant/respondent: Adi Asenaca Uluiviti
Court
High Court
Jurisdiction
New Zealand
Judgment Date
6 June 2019
Procedural Posture
Civil (breach of Contract and Conversion) / Summary Judgment Application and Judgment (liability Declared on Breach of Contract)
Outcome
Summary judgment granted on liability for breach of contract (declarations made); summary judgment declined on conversion (proceed to trial for damages and conversion issues)
Legal Topics
Summary Judgment, Conversion, Breach of Contract, Constitutional Rules of Incorporated Societies, Quorum and Committee Membership, Implied Terms, Declaratory Relief, Co Option
Contract Law Tort (conversion) Incorporated Societies Law Civil Procedure Summary Judgment Conversion Breach of Contract Constitutional Rules of Incorporated Societies +4 more

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Parties

Ratu Isoa Soqosoqo Koromako

First Plaintiff/first Applicant President

Penaia Driu Samsamuvodre

First Plaintiff/first Applicant

Josala Koroiwaqalevu

First Plaintiff/first Applicant

John Kotoisuva

First Plaintiff/first Applicant Chairperson of Bula Sub Committee

Liviana Hide

First Plaintiff/first Applicant Bula Sub Committee Secretary

Fiji Community Association of Auckland Inc

Second Plaintiff/second Applicant

Adi Asenaca Uluiviti

Defendant/respondent

Procedural Posture

Civil (breach of Contract and Conversion) / Summary Judgment Application and Judgment (liability Declared on Breach of Contract)

Legal Issues

  1. 1 Whether the 26 June 2018 meeting called by respondent was a valid Executive Committee meeting
  2. 2 Whether the 5 July 2018, 2 August 2018 and 28 August 2018 Executive Committee meetings were valid and quorate
  3. 3 Whether failure to attend three consecutive Executive Committee meetings caused automatic cessation of committee membership under cl 9.7 of the Constitution

Ratio Decidendi

The 26 June 2018 meeting called by respondent was invalid for want of quorum because the Immediate Past President position was to remain vacant under the settlement deed and the only valid committee member present was the respondent; the 5 July 2018 meeting was valid and quorate (President and Bula Sub-Committee representative present) and validly co-opted officers into vacant roles; respondent failed without adequate explanation to attend three consecutive valid Executive Committee meetings and so, by operation of clause 9.7 of the Constitution, her membership ceased at the conclusion of the 28 August 2018 meeting; accordingly she acted in breach of the contractual relationship...

Court Disposition

Summary judgment granted on liability for breach of contract (declarations made); summary judgment declined on conversion (proceed to trial for damages and conversion issues)

Orders

  • Declaration that termination of Adi Asenaca Uluiviti's role on the Executive Committee took effect at the conclusion of the Executive Committee meeting held on 28 August 2018
  • Declaration that Adi Asenaca Uluiviti's notice purporting to call an AGM for 22 September 2018 was invalid and in breach of contract