HARRAWAY v TIMATANGA ENTERPRISES LTD [2018] NZHC 3081
By consent the Court ordered the resignation of director Trevor Anthony Holder, the appointment of Simon Abbot as an independent director with powers to obtain documents and assess current accounts for the relevant period, and directed payment of the independent director's reasonable fees from company funds (or from...
Source-derived case information.
- Citation
- [2018] NZHC 3081
- Parties
- Plaintiff: Deborah Louise Harraway; Defendant: Timatanga Enterprises Limited
- Court
- High Court
- Jurisdiction
- New Zealand
- Judgment Date
- 26 November 2018
- Procedural Posture
- Companies Act S 174 Application / Consent Judgment / Interlocutory Relief
- Outcome
- Consent orders granted; proceedings adjourned and certain matters reserved.
- Legal Topics
- Removal of Director, Appointment of Independent Director, Inspection of Company Records, Shareholder Rights, Companies Act 1993 S 174
Source-derived case record
Summary, issues, holding and outcome
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Parties
Deborah Louise Harraway
Plaintiff
Timatanga Enterprises Limited
Defendant
Procedural Posture
Companies Act S 174 Application / Consent Judgment / Interlocutory Relief
Legal Issues
- 1 Whether Mr Trevor Anthony Holder should be removed as director under s 174 Companies Act 1993
- 2 Whether an independent director should be appointed
- 3 Extent of inquiry into company financial affairs from 1 December 2017 to present
Ratio Decidendi
By consent the Court ordered the resignation of director Trevor Anthony Holder, the appointment of Simon Abbot as an independent director with powers to obtain documents and assess current accounts for the relevant period, and directed payment of the independent director's reasonable fees from company funds (or from funds held by Allen & Yee if company funds are insufficient).
Court Disposition
Consent orders granted; proceedings adjourned and certain matters reserved.
Orders
- Trevor Anthony Holder resigns as director of Timatanga Enterprises Limited
- Mr Simon Abbot of Christchurch is appointed as a director of the company
Full Case Text
Judgment text and source record
1 paragraphs
HARRAWAY v TIMATANGA ENTERPRISES LTD [2018] NZHC 3081 [26 November 2018]IN THE HIGH COURT OF NEW ZEALANDCHRISTCHURCH REGISTRYI TE KŌTI MATUA O AOTEAROAŌTAUTAHI ROHECIV-2018-409-000603[2018] NZHC 3081BETWEEN DEBORAH LOUISE HARRAWAYPlaintiffAND TIMATANGA ENTERPRISES LIMITEDDefendantHearing: On the papersCounsel: A M Corry for the PlaintiffJ R Pullar for the DefendantJudgment: 26 November 2018JUDGMENT OF NATION J[1] The plaintiff (Ms Harraway) is a shareholder in her own right in respect of thedefendant company (Timatanga) owning one out of 1,000 shares in Timatanga. Asjoint trustees with her former partner, Mr Trevor Holder, they held 968 of 1,000 sharesin Timatanga. In these proceedings, Ms Harraway sought orders under s 174Companies Act 1993, primarily the removal of Mr Holder as a director of Timatanga,the appointment of an independent director and various incidental orders.[2] Through a memorandum of counsel dated 23 November 2018, it was agreedthe following orders can be made by consent and I now make such orders:(a) the Director, Trevor Anthony Holder of Timatanga, resigns as director ofthe company;(b) Mr Simon Abbot, company director of Christchurch, is appointed as adirector of the company;(c) Mr Abbot obtains all necessary documents required for an inquiry into thecompany's financial affairs for the period 1 December 2017 to presentdate;(d) Mr Abbot assesses the current account of the plaintiff and the currentaccount of Trevor Anthony Holder (and, if necessary, the Trust) in thecompany having regard to the information available to him and asprovided by the plaintiff and Mr Holder; and(e) the independent director's reasonable fees and disbursements be paiddirectly from company bank accounts but, if insufficient funds areavailable, then from funds held by Allen & Yee for the company.[3] Leave is reserved to the plaintiff to continue with the proceedings to seek otherrelief. Costs are reserved but the court notes that the defendant's position is that MsHarraway has received all the substantive relief she sought in the original proceedingsand there is no need for the proceedings to continue.[4] The proceedings are adjourned for call in the list at 11.45 am on 1 April 2019.[5] The conference in these proceedings, schedule for 11.45 am on 26 November2018, is vacated.Solicitors:A M Corry, Barrister, ChristchurchTaylor Shaw, Christchurch.