GCA LEGAL TRUSTEE (2004) LIMITED AND BROOKSIDE FARM NO 2 LIMITED AND ANOR V CONSULTANT MANAGEMENT SERVICES LIMITED AND ORS HC DUN CIV-2007-412-56

GCA LEGAL TRUSTEE (2004) LIMITED AND BROOKSIDE FARM NO 2 LIMITED AND ANOR V CONSULTANT MANAGEMENT SERVICES LIMITED AND ORS HC DUN CIV-2007-412-56

The Court held that the first plaintiffs have standing as registered shareholders of the second and third defendants and Mr Carr has standing as a creditor of Big Sky Dairy Farms; on the evidence the companies (assessed on a group cash‑flow basis) are unable to pay their debts and there has been a complete breakdown...

Source-derived case information.

Citation
openlaw-6c22c67f_c965_4a50_9589_1cd602bf2081.pdf
Parties
First Plaintiff: GCA Legal Trustee (2004) Limited; First Plaintiff: Brookside Farm No 2 Limited; Second Plaintiff: Ewan Robert Carr; First Defendant: Consultant Management Services Limited; Second Defendant: Big Sky Dairy Farms Limited; Third Defendant: Cascade Capital Limited; Fourth Defendant: Main Farm Limited; Fifth Defendant: Tercio Dairy Limited; Sixth Defendant: Big Sky Livestock Limited
Court
High Court
Jurisdiction
New Zealand
Judgment Date
26 May 2009
Procedural Posture
Application for Appointment of Liquidators Under the Companies Act 1993 / Judgment (reserved Judgment Delivered)
Outcome
Order placing the second and third defendant companies (Big Sky Dairy Farms Limited and Cascade Capital Limited) into liquidation and appointment of the Official Assignee at Christchurch as liquidator, effective 2 June 2009 at 2:30pm; no order for costs.
Legal Topics
Liquidation, Appointment of Liquidators, Standing, Just and Equitable Winding Up, Insolvency, Receivership, Conflict of Interest in Insolvency Appointments, Tax Losses
Company Law Insolvency Law Commercial Law Civil Procedure Equity Liquidation Appointment of Liquidators Standing +5 more

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Parties

GCA Legal Trustee (2004) Limited

First Plaintiff

Brookside Farm No 2 Limited

First Plaintiff

Ewan Robert Carr

Second Plaintiff

Consultant Management Services Limited

First Defendant

Big Sky Dairy Farms Limited

Second Defendant

Cascade Capital Limited

Third Defendant

Main Farm Limited

Fourth Defendant

Tercio Dairy Limited

Fifth Defendant

Big Sky Livestock Limited

Sixth Defendant

Procedural Posture

Application for Appointment of Liquidators Under the Companies Act 1993 / Judgment (reserved Judgment Delivered)

Legal Issues

  1. 1 Whether the plaintiffs have standing to apply for liquidation
  2. 2 Whether the companies are unable to pay their debts (insolvency)
  3. 3 Whether it is just and equitable to wind up the companies

Ratio Decidendi

The Court held that the first plaintiffs have standing as registered shareholders of the second and third defendants and Mr Carr has standing as a creditor of Big Sky Dairy Farms; on the evidence the companies (assessed on a group cash‑flow basis) are unable to pay their debts and there has been a complete breakdown of shareholder relations making the just and equitable ground also satisfied; the Court therefore exercised its discretion to appoint liquidators but disqualified the PwC nominees because of the firm's connection to BNZ and appointed the Official Assignee at Christchurch as liquidator of the second and third defendants, with liquidation effective 2 June 2009 2:30pm.

Court Disposition

Order placing the second and third defendant companies (Big Sky Dairy Farms Limited and Cascade Capital Limited) into liquidation and appointment of the Official Assignee at Christchurch as liquidator, effective 2 June 2009 at 2:30pm; no order for costs.

Orders

  • Second defendant Big Sky Dairy Farms Limited placed into liquidation effective 2 June 2009 2:30pm
  • Third defendant Cascade Capital Limited placed into liquidation effective 2 June 2009 2:30pm