RE FORESTLANDS [2019] NZHC 393

RE FORESTLANDS [2019] NZHC 393

The Court granted the application: liquidators may pay interim dividends to shareholders who have proved their shareholdings and provided bank details, must retain an amount equivalent to unpaid dividends for other shareholders in a separate account, may add interest from that account to the general pool for costs and final distribution, and the application may be determined without notice given the circumstances.

Citation
[2019] NZHC 393
Parties
Applicant (liquidator): Neale Jackson; Applicant (liquidator): Grant Robert Graham; Company (in Liquidation): Forestlands (No. 2) Limited (In Liquidation); Company (in Liquidation): Forestlands (No. 3) Limited (In Liquidation); Company (in Liquidation): Forestlands (No. 4) Limited (In Liquidation); Company (in Liquidation): Forestlands (No. 5) Limited (In Liquidation); Company (in Liquidation): Forestlands (No. 6) Limited (In Liquidation); Company (in Liquidation): Forestlands (No. 7) Limited (In Liquidation); Company (in Liquidation): Forestlands (No. 8) Limited (In Liquidation); Company (in Liquidation): Forestlands (No. 9) Limited (In Liquidation); Company (in Liquidation): Forestlands (No. 10) Limited (In Liquidation); Company (in Liquidation): Forestlands (No. 11) Limited (In Liquidation); Company (in Liquidation): Forestlands (No. 12) Limited (In Liquidation); Company (in Liquidation): Forestlands (No. 13) Limited (In Liquidation); Company (in Liquidation): Forestlands (No. 14) Limited (In Liquidation); Company (in Liquidation): Forestlands (No. 15) Limited (In Liquidation); Company (in Liquidation): Forestlands (No. 16) Limited (In Liquidation); Company (in Liquidation): Forestlands (No. 17) Limited (In Liquidation); Company (in Liquidation): Forestlands (No. 18) Limited (In Liquidation); Company (in Liquidation): Forestlands (No. 19) Limited (In Liquidation); Company (in Liquidation): Forestlands (No. 20) Limited (In Liquidation)
Court
High Court
Jurisdiction
New Zealand
Judgment Date
8 March 2019
Procedural Posture
Application Under S 284 of the Companies Act 1993 / Application for Directions and Approval of Interim Dividend (without Notice)
Outcome
Application granted; orders made as sought
Legal Topics
Interim Dividend, Liquidator Powers, Share Register Accuracy, Distribution to Shareholders, Without Notice Directions
Company Law Insolvency Civil Procedure Interim Dividend Liquidator Powers Share Register Accuracy Distribution to Shareholders Without Notice Directions

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Parties

Neale Jackson

Applicant (liquidator)

Grant Robert Graham

Applicant (liquidator)

Forestlands (No. 2) Limited (In Liquidation)

Company (in Liquidation)

Forestlands (No. 3) Limited (In Liquidation)

Company (in Liquidation)

Forestlands (No. 4) Limited (In Liquidation)

Company (in Liquidation)

Forestlands (No. 5) Limited (In Liquidation)

Company (in Liquidation)

Forestlands (No. 6) Limited (In Liquidation)

Company (in Liquidation)

Forestlands (No. 7) Limited (In Liquidation)

Company (in Liquidation)

Forestlands (No. 8) Limited (In Liquidation)

Company (in Liquidation)

Forestlands (No. 9) Limited (In Liquidation)

Company (in Liquidation)

Forestlands (No. 10) Limited (In Liquidation)

Company (in Liquidation)

Forestlands (No. 11) Limited (In Liquidation)

Company (in Liquidation)

Forestlands (No. 12) Limited (In Liquidation)

Company (in Liquidation)

Forestlands (No. 13) Limited (In Liquidation)

Company (in Liquidation)

Forestlands (No. 14) Limited (In Liquidation)

Company (in Liquidation)

Forestlands (No. 15) Limited (In Liquidation)

Company (in Liquidation)

Forestlands (No. 16) Limited (In Liquidation)

Company (in Liquidation)

Forestlands (No. 17) Limited (In Liquidation)

Company (in Liquidation)

Forestlands (No. 18) Limited (In Liquidation)

Company (in Liquidation)

Forestlands (No. 19) Limited (In Liquidation)

Company (in Liquidation)

Forestlands (No. 20) Limited (In Liquidation)

Company (in Liquidation)

Procedural Posture

Application Under S 284 of the Companies Act 1993 / Application for Directions and Approval of Interim Dividend (without Notice)

Legal Issues

  1. 1 Whether liquidators may pay an interim dividend before identifying all shareholders
  2. 2 Whether funds for unidentified shareholders should be held separately to protect their interests
  3. 3 Whether the application may be determined without notice given the number of shareholders and equality of treatment

Ratio Decidendi

The Court granted the application: liquidators may pay interim dividends to shareholders who have proved their shareholdings and provided bank details, must retain an amount equivalent to unpaid dividends for other shareholders in a separate account, may add interest from that account to the general pool for costs and final distribution, and the application may be determined without notice given the circumstances.

Court Disposition

Application granted; orders made as sought

Orders

  • Pay interim dividends to shareholders who have proved the validity of their shareholdings and provided bank account details
  • Hold amounts equivalent to dividends for remaining shareholders in a separate bank account