HARRISON v KEOGH [2015] NZHC 2791

HARRISON v KEOGH [2015] NZHC 2791

The ROS and subsequent 2012 accounting communications constituted either an implied contractual term and/or promissory estoppel that entitled and required WCHL to pay Mr Keogh US$52,312.26 on liquidation distributions as shown in the 2012 accounts; WCHL and Mr Harrison were estopped and in breach by causing payment to Channor and withholding payment to Mr Keogh; the 2013 revised accounts could not be relied on to claw back prior accepted account positions and the counterclaim was dismissed.

Citation
[2015] NZHC 2791
Parties
First Appellant: Aidan Joseph Harrison; Second Appellant: Wellington City Helicopters Limited; Respondent: John Patrick Joseph Keogh
Court
High Court
Jurisdiction
New Zealand
Judgment Date
11 November 2015
Procedural Posture
Appeal From District Court (rehearing) / High Court Rehearing Following District Court Judgment
Outcome
Appeal dismissed in part; judgment for respondent Keogh against WCHL for US$52,312.26 (plus applicable interest) and WCHL's counterclaim dismissed; leave reserved on personal liability of Mr Harrison.
Legal Topics
Implied Terms, Promissory Estoppel, Shareholder Current Accounts, Liquidation Distributions, Set Off, Costs
Contract Law Equity Company Law Civil Procedure Employment Law Implied Terms Promissory Estoppel Shareholder Current Accounts +3 more

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Parties

Aidan Joseph Harrison

First Appellant

Wellington City Helicopters Limited

Second Appellant

John Patrick Joseph Keogh

Respondent

Procedural Posture

Appeal From District Court (rehearing) / High Court Rehearing Following District Court Judgment

Legal Issues

  1. 1 Whether an implied term in the Record of Settlement required concurrent distributions to shareholders
  2. 2 Whether WCHL and Mr Harrison were estopped from altering shareholder account positions after representations and distributions
  3. 3 Whether the 2013 revised accounts validly imposed a $63,037 liability on Mr Keogh

Ratio Decidendi

The ROS and subsequent 2012 accounting communications constituted either an implied contractual term and/or promissory estoppel that entitled and required WCHL to pay Mr Keogh US$52,312.26 on liquidation distributions as shown in the 2012 accounts; WCHL and Mr Harrison were estopped and in breach by causing payment to Channor and withholding payment to Mr Keogh; the 2013 revised accounts could not be relied on to claw back prior accepted account positions and the counterclaim was dismissed.

Court Disposition

Appeal dismissed in part; judgment for respondent Keogh against WCHL for US$52,312.26 (plus applicable interest) and WCHL's counterclaim dismissed; leave reserved on personal liability of Mr Harrison.

Orders

  • Wellington City Helicopters Limited to pay John Keogh US$52,312.26 as per District Court judgment (plus interest at District Court rate from 13 November 2012 to date of judgment as previously ordered)
  • Wellington City Helicopters Limited's counterclaim dismissed