GAUTAM JINDAL v ORANGE CAPITAL LTD [2021] NZHC 3449

GAUTAM JINDAL v ORANGE CAPITAL LTD [2021] NZHC 3449 [16 December 2021]IN THE HIGH COURT OF NEW ZEALANDAUCKLAND REGISTRYI TE KŌTI MATUA O AOTEAROATĀMAKI MAKAURAU ROHECIV-2021-404-1096[2021] NZHC 3449BETWEEN GAUTAM JINDALApplicantAND ORANGE CAPITAL LIMITED(IN LIQUIDATION)RespondentHearing: 9 December 2021Appearances: Applicant in personJ Mahuta-Coyle and A Peden for RespondentJudgment: 16 December 2021JUDGMENT OF WHATA JRe leave to appealThis judgment was delivered by me on 16 December 2021 at 4.00 pm,pursuant to Rule 11.5 of the High Court Rules.Registrar/Deputy RegistrarDate: .Solicitors: Langford Law, Wellington[1] Mr Jindal applies under s 60(2) of the Senior Courts Act 2016 for leave toappeal my substantive decision dated 29 October 2021 (the substantive decision). Healso seeks a stay of the substantive decision.1 In the substantive decision, I:2(a) held Mr Jindal established a credible defence to the Liquidator's claimto the extent of liability incurred in respect of the car, the liabilityassumed in respect of the ASB account and the expenses incurred inrespect of the Dell Laptop and the liquidation fee; and(b) upheld the summary judgment of Judge Hinton in the sum of$50,696.49 ($68,860.03 (original amount in summary judgment) less$18,033.54).(c) otherwise dismissed the appeal.[2] Mr Jindal also seeks costs for the leave to appeal and stay applications.[3] The Respondent opposes both applications.Background[4] Mr Jindal was the sole director and shareholder of Orange Capital Limited(Orange Capital). Orange Capital was incorporated on 24 May 2013. Mr Jindal saidin his submissions that the company provided software and consulting services.Orange Capital did not incur any third party debt until it settled a claim with AdonHoldings Ltd on 12 June 2017. On 27 June 2017, Mr Jindal then placed OrangeCapital into voluntary liquidation.[5] Mr Imran Kamal and Liquidation Management Limited undertook theliquidation of Orange Capital. The full amount outstanding on the current accountwas $82,277.00. Mr Jindal did not pay the outstanding amount, which resulted in theLiquidator commencing proceedings against Mr Jindal of $82,277.00 by way ofsummary judgment.1 High Court Rules 2016, r 17.29.2 Jindal v Orange Capital Ltd [2021] NZHC 2917 at [73] and [74].[6] On 31 May 2021, Judge Hinton issued a summary judgment decision againstMr Jindal for the amount of $68,680.03.3[7] Mr Jindal appealed Judge Hinton's decision to the High Court. He also soughtleave to file evidence comprising five affidavits. The evidence relating to liabilityassumed, expenses claimed and salary forgone was not fresh and some of it was notcogent. But as summary judgment precludes substantive consideration of the meritsof a defence, I considered it necessary to admit the evidence even if only to dismiss it.I did not admit evidence about a Mr Kamal as it was irrelevant to my determination.[8] I heard the appeal on 8 September 2021 and reserved my decision. Two keymatters were in issue:(a) The Liquidator's claim engages various aspects of the Companies Act1993 and, therefore, only the High Court had the jurisdiction toadjudicate on those matters; and(b) Mr Jindal has a credible defence based on liability assumed, expensesincurred and salary forgone.[9] On 29 October 2021, I released the substantive decision. In that decision Idismissed the challenge to jurisdiction and the claim to salary forgone, but I reducedthe amount of summary judgment to $50,696.49.Grounds of appeal[10] Mr Jindal seeks leave to appeal on the following matters:(a) When dismissing the first ground of appeal, I erred in law at paras [45],[47] and [49] of the substantive decision regarding jurisdiction. Thepowers Judge Hinton exercised in issuing the decision on 30 May 2021were beyond the jurisdiction of the District Court because they arepowers exclusively allowed to the High Court under s 301 of the3 Orange Capital v Jindal DC Auckland CIV-2017-004-2856, 31 May 2021 at [63].Companies Act 1993. Section 2 and 301 of the Act explicitly excludethe jurisdiction of the District Court. Mr Jindal submits that the 2012law reform and subsequent enactment of the District Court Act 2016allowed expansion to the jurisdiction of the District Court to adjudicateon matters related to the Trustee Act 1956. However, the jurisdictionin the Act remains unaltered and rightfully with the High Court. I failedto realise that the DC decision was, on careful consideration, a nullity;(b) I erred in law at para [62], where I assessed the reasonability criteriafor wages and salary under s 161(5) of the Act. I wrongly applied thelegal test under s 161(5). Salary and wages are subject to minimumwage set by the Government and hence cannot be limited, as wronglyattempted at para [62] of the substantive decision;(c) I wrongly failed to consider the case from an "equitable justice"approach in terms of 296(3) of the Act. After the Court hadacknowledged, at para [59], that the intended appellant had providedevidence for a "modest 70 hours of work-done for the company", theCourt was bound to allow the amount on an equitable basis. Commonlaw should not have been allowed to trump over the equitable nature ofrelief prescribed in s 296(3) of the Act;(d) I did not hear the appeal by way of a rehearing. The approach adoptedby me was wrong. I failed to come to my own conclusion and deferredto the decision of the District Court. In doing so, the High Courtdelivered neither substantive nor procedural justice. The Court failedto independently consider matters put before the Court on appeal asstated at para [58] and [71]. The Court refused to assess and considerrelevant matters advanced on appeal, because the Court felt that fairlyand fully considering them may cause the claim to be caught in the HighCourt's jurisdiction and deem the DC decision ultra vires;(e) I failed to reasonably consider the facts in evidence in light of"commercial" and "factual" realities. These shortcomings werereflected in the Court's decision and reasoning at [54], [64], [65] and[66]; and(f) There was always a serious question to be tried, which I ignored.Issues[11] It appears from these grounds that the main issues for which leave is soughtare:(a) Whether I was wrong to find that the District Court had jurisdiction tohear the plaintiff's claim;(b) Whether I failed to consider Mr Jindal's defence in equity afforded bys 296(3);(c) Whether I wrongly deferred to the District Court; and(d) Whether I erred by failing to properly account for Mr Jindal's wagesclaim.Stay application[12] In regard to the stay application, Mr Jindal seeks a stay of the execution of thesubstantive decision until the matter has been heard and decided on appeal. He alsoseeks that his stay application is heard on priority and at a short notice. He submitsthe stay application may be done on the papers in the interests of efficiency.[13] The grounds Mr Jindal submits in favour of a stay of my substantive decisionare:(a) Mr Jindal has simultaneously filed and served an application for leaveto appeal the substantive decision to the Court of Appeal. There aregood grounds for appealing the decision and there are question(s) oflaw which need serious argument; and(b) The appeal will be rendered nugatory and Mr Jindal will suffer asubstantial miscarriage of justice and irreparable harm if the substantivejudgment is not stayed. More specifically, Mr Jindal will risk beingadjudicated bankrupt and will lose his practising certificate from theLaw Society. If Mr Jindal is bankrupt, the leave to appeal applicationwill need to be consented to by the Official Assignee, which is highlyunlikely.[14] Mr Jindal refers to Taimoori v Anmol Residential Ltd as an example of wherethe court decided to deal with a similar application on the papers.4 Mr Jindal submitsthat an approach on the papers is prudent.LawLeave to appeal[15] Section 60 of the of the Senior Courts Act governs appeals from a decision ofthe High Court on appeal from the District Court. It provides:60 Appeals against decisions of High Court on appeal from DistrictCourt, Family Court, or Youth Court(1) The decision of the High Court on appeal from the DistrictCourt, the Family Court, or the Youth Court is final unless aparty, on application, obtains leave to appeal against thedecision to the Court of Appeal.(2) An application under subsection (1) for leave to appeal to theCourt of Appeal must be made to the High Court or, if theHigh Court refuses leave, to the Court of Appeal.[16] McGechan on Procedure sets out the threshold for second appeals to the Courtof Appeal:54 Taimoori v Anmol Residential Ltd [2021] NZHC 1344.5 Andrew Beck and others McGechan on Procedure (looseleaf ed, Thomson Reuters) at [SC60.02].See also Waller v Hider [1998] 1 NZLR 412 (CA) at 413, affirmed in Downer Construction (NewZealand) Ltd v Silverfield Developments Ltd [2007] NZCA 355, [2008] 2 NZLR 591 at [30]–[31];and Butch Pet Foods Ltd v Mac Motors Ltd [2018] NZCA 276, (2018) 24 PRNZ 500 at [4].The appeal must raise some question of law or fact capable of bona fide andserious argument, in a case involving some interest, public or private, ofsufficient importance to outweigh the cost and delay of the further appeal. Notevery alleged error of law is of such importance, either generally or to theparties, as to justify further pursuit of litigation already twice considered andruled upon by a Court, so the test is a restricted one.[17] The threshold is high. The reason for such a high test is to ensure the valuableresources of the Court of Appeal are not unnecessarily wasted, and additional expenseis not incurred by the parties unless there is some "realistic hope of benefit".6 MrJindal bears an onus of satisfying the appeal court that it should differ from thedecision under appeal.7Stay application[18] Rule 17.29 of the High Court Rules 2016 (HCR) provides that a liable partymay apply to the court for a stay of enforcement or other relief against the judgmentupon the ground that a substantial miscarriage of justice would be likely to result ifthe judgment were enforced, and the court may give relief on just terms.[19] This rule is concerned with the risk of substantial injustice resulting fromenforcement of the judgment, not from the judgment itself.8 The relevant legalprinciples of a stay application are well-settled. Dymocks Franchise Systems (NSW)Pty Ltd v Bilgola Enterprises Ltd outlines the relevant factors a Court should take intoaccount:9(a) Whether the appeal may be rendered nugatory by lack of a stay;(b) The effect on third parties;(c) The injury or detriment to the respondent/successful party if a stay isgranted;6 Ireland v Grant [2014] NZHC 2496 at [9].7 Austin, Nichols & Co Inc v Stichting Lodestar [2007] NZSC 103, [2008] 2 NZLR 141 at [4]–[5].8 Palmerston North City Council v Birch [2012] NZHC 3248 at [17].9 Dymocks Franchise Systems (NSW) Pty Ltd v Bilgola Enterprises Ltd (1999) 13 PRNZ 48 (CA)at [9].(d) The bona fides of the applicant as to prosecution of the appeal;(e) The novelty and importance of the question involved;(f) The public interest in the proceeding;(g) The strength of the case on appeal; and(h) The overall balance of convenience.SubmissionsMr Jindal[20] Mr Jindal submits that the District Court is a creation of statute under theDistrict Court Act 1947, which is now the District Courts Act 2016. He submits theDistrict Court only derives its jurisdiction from the District Courts Act or other statutesthat grant it jurisdiction.[21] As a result of this claim, Mr Jindal submits that the District Court does nothave jurisdiction in relation to the Companies Act 1993 (the Act), unless that Act givesit jurisdiction. Mr Jindal submits the Act outlines where the District Court hasjurisdiction under it, which includes dealing with pre-incorporation contracts under s185A of the Act.[22] In addition, Mr Jindal submits clear and express words in the Act exclude theDistrict Court from hearing matters under the Act. He refers to Zaoui v Attorney-General as authority for that principle.10 He also refers to AG v Christchurch DistrictCourt as stating the powers of a Court are ancillary to jurisdiction and relate only toprocess.11 Another case he describes as analogous to this case is Morris v Templeton.12In that case, the District Court made orders under s 73 of the Trustee Act 1956. Underthat (now repealed) Act, the District Court did not have jurisdiction to hear the matter.10 Zaoui v Attorney-General [2005] 1 NZLR 577 (CA); and Zaoui v Attorney-General [2005] 1NZLR 577 (SC).11 Attorney-General v Christchurch District Court [2017] NZHC 1873 at [27].12 Morris v Templeton [2000] BCL 730 (CA).The High Court did not address the error and therefore, the Court of Appeal overturnedthe High Court's decision, relying on s 34(2) of the District Court Act 1947 (now s34(2) of the District Court Act 2016).[23] Mr Jindal acknowledges that the scope of the District Court's jurisdictionexpanded in the District Court Act 2016 as the Court can now hear matters up to$350,000 and trustees are within the ambit.13 However, Mr Jindal submits no changeshave been made to the District Court's jurisdiction in relation to the Act. He submitsit is Parliament's decision to confer jurisdiction on the District Court in regard to theAct, and it did not. Therefore, the District Court did not have jurisdiction to make theorders on 31 May 2021.[24] Further, Mr Jindal submits the District Court made a decision under s 301 ofthe Act. He submits it was not a factual enquiry, nor a simple debt claim. Rather, hesubmits it was an exercise of a power under s 301. He states I referred to the decisionon appeal as a simple debt claim. He claims that was a failure on his part to drawattention to the fact the District Court decision was an order made under s 301.[25] In respect of the second ground of appeal, Mr Jindal submits this Court erredin limiting the amount of wages Mr Jindal can receive under s 161(5) of the Act. Hesubmits the ruling is contrary to the minimum wage provisions of the EmploymentRelations Act 2000. He submits that chefs, bakers and low skilled migratory workersmay suddenly find themselves being appointed as directors, which is a dangerousprecedent to set.[26] He submits this legal point may only be clarified in serious argument on appeal.[27] Finally, Mr Jindal submits this Court was required to consider the whole casefrom an "equitable justice" approach since the Court was bound by s 296(3). Mr Jindalsubmits there was always a serious question, which could not have been dealt with byway of summary judgment.13 District Court Act 2016, s 97.[28] Mr Jindal submits this Court ignored the fact that Orange Capital operated for4 years, earned revenue of approximately $72,000 and yet no employee wages werepaid or electricity, internet or phone costs. He says this decision is a "commerciallyuntenable proposition" and "inequitable". He says Carlill v Carbolic Smoke Ballapplies here as he suffered an inconvenience, without which Orange Capital would nothave been able to operate.14 He submits this Court's reliance on Madsen-Ries v Peteradid not appreciate the fact the defendants appeared in person and never claimed adefence under s 296(3) of the Act in either decision (High Court and Supreme Court).15[29] In his reply submissions, Mr Jindal submits that the stay application is tosafeguard his position until the leave to appeal issue is resolved. He says he is likelyto face significant damages if the stay is not granted, including that he will be bankrupt,and he will lose his practicing certificate as issued by the Law Society. He says hefaces an irreversible loss.Respondent[30] Mr Mahuta-Coyle submits that Mr Jindal's application fails to frame anyserious question of law or fact for a second appeal and the proposed appeal does nototherwise meet the threshold required for granting leave to bring a second appeal.[31] In response to Mr Jindal's first ground of appeal, Mr Mahuta-Coyle states theCourt correctly set out the ordinary civil jurisdiction of the District Court to hearcommon law claims. He says Mr Jindal has conflated the exercise of jurisdiction unders 301 (that is within the jurisdiction of the High Court) with the District Court'sjurisdiction to determine common law claims.[32] Mr Mahuta-Coyle submits Mr Jindal was incorrect in claiming that the DistrictCourt made an order under s 301 of the Act. He says the respondents' claim was indebt, a cause of action the common law recognises. He says good authority exists forthe proposition that absent a valid explanation, drawings by a shareholder constitute adebt repayable on demand to the company, referring to Gee v Levin.1614 Carlill v Carbolic Smoke Ball Company [1893] 1 QB 256.15 Madsen-Ries v Petera [2015] NZHC 538; and Madsen-Ries v Petera [2020] NZSC 100.16 Gee v Levin [2014] NZHC 1483.[33] Moreover, Mr Mahuta-Coyle submits s 301 provides an additional orconcurrent jurisdiction to grant relief to a liquidated company in the event the companydoes not have other causes of action available to it at law. He says that if Parliamentintended for s 301 to displace all possible claims by a company against a person thattook party in its formation or promotion, then express wording to that effect would benecessary.[34] In respect of the minimum wage submission, Mr Mahuta-Coyle submits that asecond appeal does not provide a locus poenitentiae for a party that has failed on thefirst appeal to take a point that might have been open to them. He says in any eventthe submission is wrong.[35] First, Mr Mahuta-Coyle submits that the evidence Mr Jindal submitted to theCourt was insufficient to claim that he was entitled to wages. He says there is noevidence of PAYE schedules disclosing tax payable. He also says there is noemployment agreement. He says the evidence Mr Jindal offered was in the form ofan opinion by Mr Jindal that he should be paid. He refers to the substantive decisionin that no evidence supported the proposition that Orange Capital resolved to pay adirector's salary to Mr Jindal in terms of s 161.[36] Second, Mr Mahuta-Coyle says that a further appeal on this point would askthe second appellate court to overturn this Court's evaluation of the evidence beforeit. He submits that is not the purpose of a second appeal.[37] Regarding the s 296 submission, Mr Mahuta-Coyle submits the final appealpoint is misconceived. He said the District Court was not asked to order the recoveryof property of Orange Capital. He says s 296 has never been engaged. Mr Mahuta-Coyle submits the transfer of money to Mr Jindal was not invalid and he does not seekto undo the transfer. He says the respondents would have plead a case under the Act(in particular the voidable transaction notices), but they did not.[38] Turning to the stay application, Mr Mahuta-Coyle submits Mr Jindal'ssubmissions do not address the stay application.[39] In light of the well-established factors in Dymocks Franchise Systems vBilgola, Mr Mahuta-Coyle submits Orange Capital and its creditors continue to sufferfrom delay in enforcing the judgment and its proceeds. He submits Mr Jindal has notmade out the bona fides of the second appeal. He has also failed to pay the disputedjudgment sum into the trust. Mr Mahuta-Coyle submits the proposed appeal groundsraise no novel or important questions of law (on a second appeal) and there is no publicinterest in the proceeding.[40] Overall, Mr Mahuta-Coyle submits the balance of convenience favours OrangeCapital who he says should be entitled, after considerable delay, to the fruits of thejudgment debt.AssessmentWhether I was wrong to find that the District Court had jurisdiction to hear therespondent's claim[41] I am satisfied that this first ground of appeal should be considered by the Courtof Appeal.[42] As the Court of Appeal said in Morris v Templeton, where the alleged error oflaw is that the Court which originally decided the matter did not have jurisdiction todo so, and that decision is therefore a nullity, then the error will be of sufficient generalimportance to warrant leave to appeal being granted.17[43] Plainly the District Court has jurisdiction to hear a common law debt claim andunexplained debt in a shareholder's account is repayable on demand.18 However, asnoted in my judgment, Mr Jindal's defence seeks to engage various statutoryprovisions of the Act and this required the District Court to make findings of factagainst relevant statutory criteria. I found that the District Court was able to makefindings of fact of this kind provided that this did not extend to engagement of thevoidable transaction provisions or the remedial powers of the High Court. I was,17 Morris v Templeton (2000) 14 PRNZ 397 (CA) at 399.18 Gee v Levin, above n 16, at [48] and [68]; National Trade Manuals Ltd (in liq) v Watson HCAuckland CIV-2005-404-7335, 20 September 2006 at [37]; and Madsen-Ries as liquidators ofPetranz Ltd (in liq) v Petera, above n 15,at [19].therefore, satisfied that the District Court was possessed of jurisdiction to hear anddetermine a liquidator's common law debt claim for unexplained shareholderdrawings.[44] It does not appear that the issue of the jurisdiction of the District Court toassess a common law debt claim by a liquidator in respect of an overdrawnshareholder's account has previously come before this Court or the Court of Appeal.None of the cases cited by Mr Jindal on the leave application are apposite – those casesdeal with the issue of inherent jurisdiction to adjudicate where no statutory jurisdictionexists at all,19 or where exclusive jurisdiction has been expressly conferred on aparticular Court.20 But what those cases illustrate is that issues of jurisdiction areinvariably matters of complex statutory interpretation.[45] While it appears to me Mr Jindal is trying for shoehorn the respondent's simplecommon law debt claim into the remedial provisions of the Act, I cannot discount thereasonable possibility that the Court of Appeal may take a different view of thejurisdiction of the District Court to hear a common law debt claim by a liquidatoragainst a director in respect of an overdrawn shareholder's account.[46] On that basis, I am satisfied that leave to appeal on the following issue shouldbe granted:Does the District Court have jurisdiction to hear a liquidator's common lawdebt claim against a director in respect of an overdrawn shareholder'saccount?Whether I failed to consider Mr Jindal's equitable defence in terms of s 296(3)?[47] I accept it is arguable that s 296(3) of the Act may apply to a common law debtclaim by a liquidator.21 I also accept that I did not make findings in relation to each ofthe elements of s 296(3). However, nothing of substance arises from this point thatmight justify a second appeal. I addressed each of Mr Jindal's claims that his drawings19 Attorney General v District Court at Christchurch [2017] NZHC 1873; and Zaoui v Attorney-General, above n 10).20 FMV v TZB [2021] NZSC 102.21 Allied Concrete Ltd v Meltzer [2015] NZSC 7 at [25]. I note that s 296(3) envisages claims byLiquidators outside of the jurisdiction of the Companies Act 1993.were payment for liability assumed, expenses paid and salary forgone. I found, likethe District Court that, save as specified, the evidence supporting those claims waswoefully inadequate and/or that his claims could not meet the threshold test at s 161(5),which is in all material respects the same as the s 296(3)(c) test – namely that thepayments to Mr Jindal were fair to the company at the time they was made, providedor given.22 To the extent that Mr Jindal now seeks to advance an defence based inequity on payments that were not fair to the company, I consider that argument to beuntenable.Whether I wrongly deferred to the District Court[48] This ground is simply wrong. The merits were fully reconsidered by me.Whether I erred by failing to properly account for Mr Jindal's wages claim[49] Mr Jindal's claim to wages based on minimum wage provisions is new, nothaving been raised in either the District Court or this Court. It is inherently unsuitablefor consideration on a second appeal, given also that the claim to a director's salarywas only raised for the first time in this Court. Furthermore, Mr Jindal conceded inargument that there is no contemporaneous documentary evidence to support theassertion that the drawings were treated or accounted for as salary or wages by thecompany at any time. It, therefore, has no prospect of success.[50] Mr Jindal also proposes to advance this appeal ground on the basis that hiswages claim exceeds the remaining shareholder debt. That is not a tenable propositionfor the reason just mentioned together with the fact that Mr Jindal's claim to all thecompany earnings cannot possibly satisfy the statutory requirement for fairness to thecompany. In contrast, a claim to a modest sum might be capable of reasonableargument, but Mr Jindal refuses to quantify what that sum might be. The latentpotential for some undocumented and unquantified salary or wage is not enough tojustify the cost and delay of a further appeal.22 Companies Act 1993, s 161(5) and see Jindal v Orange Capital Ltd, above n 2, at [58]–[62], [64]–[66].[51] Finally, stepping back from the individual grounds, Mr Jindal's centralcomplaint is that he has not had a proper opportunity to vindicate his position. But MrJindal has had ample opportunity to set out his defence and there are concurrentfindings of the District Court and the High Court that there was an insufficientevidential basis, even to the reasonably arguable standard, to substantiate that defence(beyond the adjustments made). A third go at the merits per se is not a proper basisfor a second appeal.[52] Therefore, I decline Mr Jindal's leave to appeal application save in relation tothe issue of jurisdiction.Stay[53] Granting leave to appeal is a necessary but not sufficient condition for the grantof a stay. I am conscious that Mr Jindal is concerned about the potential impact thatenforcement and then bankruptcy might have on his status as a solicitor. I have notexplored whether that will be so, but it does not seem to me that this is inevitable andcertainly not in short order. The Liquidator has not signalled that this will happen andit is not a forgone conclusion that Mr Jindal will be struck off if it does.[54] In addition, there is at least one creditor who has gone without money clearlyowed to it for some considerable time.23 The consequences on them if I grant a stayand the ongoing significant delay of that stay could be very significant. The creditor'sinterests must also be weighed. The issue of jurisdiction is I accept novel andpotentially of some importance to liquidations generally. But while the issue isarguable, I consider the case for Mr Jindal on this point to be weak. And, as notedabove, Mr Jindal has already had the benefit of consideration of his claims by twoCourts. There is, however, a residual risk to Mr Jindal that if he pays the sum owingto the liquidator as it might be distributed without prospect of recovery. That couldrender his appeal nugatory.23 Shortly before voluntary liquidation, Adon Holdings Ltd and Orange Capital Ltd executed a Deedof Understanding under which the latter agreed to pay Adon Holdings $80,000 in settlement of adispute.[55] Overall, the balance of convenience does not, at present, favour anunconditional stay. However, I am prepared to give Mr Jindal until 1 March 2022 toplace the sum owing in Court to be held pending the resolution of the Appeal. Thiswould achieve two things. Certainty of recovery if the Respondent succeeds whilemaintaining the efficacy of Mr Jindal's appeal.[56] As a result, my judgment is stayed until 1 March 2022 by which time Mr Jindalmust pay into the Court the sum owing. If that sum is paid, it will be placed on interestbearing account pending the resolution of the appeal and the stay will continuepending that resolution. If the sum is not paid, the stay will lapse.Outcome[57] I grant leave to appeal on the following question only:Does the District Court have jurisdiction to hear a liquidator's common lawdebt claim against a director in respect of an overdrawn shareholder'saccount?[58] If Mr Jindal is successful on this ground it will be for the Court of Appeal todetermine the consequential relief.[59] My judgment is stayed until 1 March 2022, by which time Mr Jindal must payinto the Court the sum owing. If that sum is paid in time, the stay will continue pendingthe resolution of the appeal. If the sum is not paid by that date, the stay will lapse.Costs[60] Given the mixed results, costs are to lie where they fall.