INSUREGO LIMITED AND PACIFIC TRUSTEES & NOMINEES LIMITED v P A HARRIS & ANOR [2013] NZHC 2542

INSUREGO LIMITED AND PACIFIC TRUSTEES & NOMINEES LIMITED v P A HARRIS & ANOR [2013] NZHC 2542

Summary judgment and strike out were refused because there are substantial contested facts (who had and relied upon financial information, whether defendants in substance acquired the shares as directors or via controlled entities, and whether representations or omissions induced the sale) that require full discovery and trial; the s149, implied term and misrepresentation claims are at least arguable and cannot be resolved on affidavit evidence alone.

Citation
[2013] NZHC 2542
Parties
First Plaintiff: Insurego Limited; Second Plaintiff: Pacific Trustees & Nominees Limited; First Defendant: Peter Alan Harris; Second Defendant: Alistair Leighton Hutchison
Court
High Court
Jurisdiction
New Zealand
Judgment Date
2 October 2013
Procedural Posture
Company/shareholder Dispute (companies Act S149; Contract; Misrepresentation; Fair Trading Act) / Summary Judgment and Strike Out Applications
Outcome
Summary judgment and strike out applications dismissed
Legal Topics
Insider Dealing, Directors' Duties, S149 Companies Act 1993, Misrepresentation, Implied Terms, Entire Agreement Clause, Fair Trading Act, Summary Judgment/strike Out
Company Law Contract Law Equity Commercial Litigation Consumer Protection Law Insider Dealing Directors' Duties S149 Companies Act 1993 +5 more

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Parties

Insurego Limited

First Plaintiff

Pacific Trustees & Nominees Limited

Second Plaintiff

Peter Alan Harris

First Defendant

Alistair Leighton Hutchison

Second Defendant

Procedural Posture

Company/shareholder Dispute (companies Act S149; Contract; Misrepresentation; Fair Trading Act) / Summary Judgment and Strike Out Applications

Legal Issues

  1. 1 Whether the transactions constituted director acquisitions caught by s149 Companies Act 1993
  2. 2 Whether defendants acquired shares personally or through corporate vehicles under their control
  3. 3 Whether plaintiffs were induced by misrepresentation or silence and whether there was an implied term as to fair value

Ratio Decidendi

Summary judgment and strike out were refused because there are substantial contested facts (who had and relied upon financial information, whether defendants in substance acquired the shares as directors or via controlled entities, and whether representations or omissions induced the sale) that require full discovery and trial; the s149, implied term and misrepresentation claims are at least arguable and cannot be resolved on affidavit evidence alone.

Court Disposition

Summary judgment and strike out applications dismissed

Orders

  • Summary judgment application dismissed
  • Strike out application dismissed