DAVID VANCE AND IAN MILLARD v VEY GROUP LIMITED [2018] NZHC 1994

DAVID VANCE AND IAN MILLARD v VEY GROUP LIMITED [2018] NZHC 1994

Where the Court has appointed trustees, it may and should vest the right to transfer shares registered in former trustees' names in the newly appointed trustees under s59 Trustee Act 1956; given the appointment by the Court, the consent of parties and urgency to protect beneficiaries from a proposed sale, the Court will order vesting and direct transfer and register update even on interlocutory application in the circumstances of this case.

Citation
[2018] NZHC 1994
Parties
Plaintiff (trustee of Orana Trust): David Vance; Plaintiff (trustee of Orana Trust): Ian Millard; First Defendant (company): Vey Group Limited; Second Defendant (director): Leslie William Fugle
Court
High Court
Jurisdiction
New Zealand
Judgment Date
7 August 2018
Procedural Posture
Interlocutory Applications Under Trustee Act 1956 and Companies Act 1993 (vesting Order and Interim Injunction) / Hearing on Interlocutory Application; Orders Made (vesting Order Granted; Interim Injunction Dismissed by Consent)
Outcome
Application granted to vest the right to transfer 49 shares in Vey Group Ltd in the plaintiffs as trustees; plaintiffs ordered to transfer the shares to themselves and the director ordered to update the company share register; interim injunction dismissed by consent.
Legal Topics
Vesting Orders (trustee Act S59), Share Transfer and Register Update (companies Act S91), Interim Injunction, Trustee Appointment, S174 Companies Act Claims
Trusts Company Law Property Law Civil Procedure Vesting Orders (trustee Act S59) Share Transfer and Register Update (companies Act S91) Interim Injunction Trustee Appointment +1 more

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Parties

David Vance

Plaintiff (trustee of Orana Trust)

Ian Millard

Plaintiff (trustee of Orana Trust)

Vey Group Limited

First Defendant (company)

Leslie William Fugle

Second Defendant (director)

Procedural Posture

Interlocutory Applications Under Trustee Act 1956 and Companies Act 1993 (vesting Order and Interim Injunction) / Hearing on Interlocutory Application; Orders Made (vesting Order Granted; Interim Injunction Dismissed by Consent)

Legal Issues

  1. 1 Whether the Court may vest the right to transfer shares registered in former trustees' names in newly appointed trustees under s59 Trustee Act 1956 without a separate substantive originating application
  2. 2 Whether urgency and consent of parties and the position of beneficiaries justify making vesting orders without fresh service on replaced trustees
  3. 3 Whether vesting is necessary to prevent the proposed sale from prejudicing the trust beneficiaries

Ratio Decidendi

Where the Court has appointed trustees, it may and should vest the right to transfer shares registered in former trustees' names in the newly appointed trustees under s59 Trustee Act 1956; given the appointment by the Court, the consent of parties and urgency to protect beneficiaries from a proposed sale, the Court will order vesting and direct transfer and register update even on interlocutory application in the circumstances of this case.

Court Disposition

Application granted to vest the right to transfer 49 shares in Vey Group Ltd in the plaintiffs as trustees; plaintiffs ordered to transfer the shares to themselves and the director ordered to update the company share register; interim injunction dismissed by consent.

Orders

  • The right to transfer the 49 shares in Vey Group Ltd presently registered in the names of Patricia and Daryn Turvey is vested in the plaintiffs in their capacity as trustees of the Orana Trust appointed by Court order on 27 October 2017.
  • The plaintiffs are to transfer the 49 shares to themselves as trustees.