HEARTLAND SEVEN INVESTMENTS LTD v WAHAROA INDUSTRIAL PARK LTD [2014] NZHC 220
Because urgency (an imminent AGM), the existence of a substantial dispute about the enforceability of the Letter of Understanding and the risk of irreversible change in corporate control, the Court granted interlocutory orders joining Icepak, restraining registration of the two 100,000 share transfers and...
Source-derived case information.
- Citation
- [2014] NZHC 220
- Parties
- Applicant: HEARTLAND SEVEN INVESTMENTS LIMITED; First Defendant: WAHAROA INDUSTRIAL PARK LIMITED; Second Defendant: ICEPAK NEW ZEALAND LIMITED
- Court
- High Court
- Jurisdiction
- New Zealand
- Judgment Date
- 19 February 2014
- Procedural Posture
- Interim Injunction Application / Interlocutory Hearing (urgent)
- Outcome
- Interim injunction granted in part; Icepak joined as a defendant; orders made restraining registration and voting on disputed shares pending trial or 15 May 2014
- Legal Topics
- Interim Injunction, Share Transfers, Voting Rights, Enforceability of Letter of Understanding
Source-derived case record
Summary, issues, holding and outcome
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Parties
HEARTLAND SEVEN INVESTMENTS LIMITED
Applicant
WAHAROA INDUSTRIAL PARK LIMITED
First Defendant
ICEPAK NEW ZEALAND LIMITED
Second Defendant
Procedural Posture
Interim Injunction Application / Interlocutory Hearing (urgent)
Legal Issues
- 1 Whether interim relief should restrain registration of two transfers of shares pending trial
- 2 Whether the defendant should be restrained from exercising votes attached to disputed shares
- 3 Whether the Letter of Understanding is enforceable and binds voting conduct of participants
Ratio Decidendi
Because urgency (an imminent AGM), the existence of a substantial dispute about the enforceability of the Letter of Understanding and the risk of irreversible change in corporate control, the Court granted interlocutory orders joining Icepak, restraining registration of the two 100,000 share transfers and restraining exercise of votes attached to the 200,000 disputed shares pending trial or 15 May 2014, subject to specified undertakings and reservations of leave.
Court Disposition
Interim injunction granted in part; Icepak joined as a defendant; orders made restraining registration and voting on disputed shares pending trial or 15 May 2014
Orders
- Icepak is joined as a defendant for the purpose of the registration order
- Pending trial or 15 May 2014 the Board of Icepak shall refrain from registering the two transfers of 100,000 shares from the defendant to GIL and from the defendant to ISL
Full Case Text
Judgment text and source record
1 paragraphs
HEARTLAND SEVEN INVESTMENTS LTD v WAHAROA INDUSTRIAL PARK LTD [2014] NZHC 220 [19 February 2014]IN THE HIGH COURT OF NEW ZEALANDHAMILTON REGISTRYCIV-2014-419-28[2014] NZHC 220BETWEEN HEARTLAND SEVEN INVESTMENTS LIMITEDApplicantAND WAHAROA INDUSTRIAL PARK LIMITEDFirst DefendantICEPAK NEW ZEALAND LIMITEDSecond DefendantHearing: 19 February 2014Counsel: D P Shore and R D Dhanjee for the ApplicantK E Cornege and A J Iles for the RespondentJudgment: 19 February 2014ORAL JUDGMENT OF BROWN JSolicitors: McCaw Lewis Limited, HamiltonTompkins Wake, Hamilton[1] This application for an interim injunction necessitates an urgent decision because the Annual General Meeting of Icepak is to be held on Saturday 22 February 2014. In those circumstances I will today make orders on the application and I will deliver my written reasons for decision early next week.[2] I first record the undertaking by the defendant which is in the notice of opposition that the defendant undertakes not to sell, transfer or mortgage its remaining 200,000 Icepak shares (or negotiate for such matters) without the consent of the participants named in the Letter of Understanding pending resolution of the dispute as to the enforceability of the Letter of Understanding or the 15 May 2014 whichever the sooner occurs.[3] I make the following orders:(a) I join Icepak as a defendant. I do that for the purpose of making the order about registration of transfers;(b) Pending the trial in this proceeding or 15 May 2014, whichever first occurs, the Board of Icepak shall refrain from registering the two transfers of 100,000 shares from the defendant to GIL and from the defendant to ISL;(c) Pending the trial in this proceeding or the 15 May 2014, whichever first occurs, neither the defendant nor any other person shall exercise the votes in connection with the 200,000 shares in Icepak which the defendant has purported to sell to GIL and ISL;(d) Pending the trial in this proceeding or 15 May 2014, whichever first occurs, in the event that the defendant has occasion or opportunity to exercise the votes in connection with the remaining 200,000 shares it holds in Icepak in relation to either of the type of transactions referred to in paragraph (b) of the Letter of Understanding, the defendant shall not exercise those votes in opposition to a unanimous voting position taken by the other five participants to the Letter of Understanding.For the avoidance of doubt a vote on the election of directors is not within the scope of the restraint in that previous sentence;(e) Leave is reserved to the plaintiff, defendant or Icepak to apply further in the event that a question arises as to whether a transaction comes within the type of transaction in paragraph (b) of the Letter of Understanding. That is intended to address the situation of the limited partnership; and(f) Leave is reserved to the plaintiff, the defendant or Icepak to apply for further directions in the event that there is any relevant significant change in circumstances from that reflected in my reasons for judgment.[4] Costs will be reserved.________________________________Brown J