DEEP & ORS v AUCKLAND GOLD LINE CO-OPERATIVE TAXI SOCIETY LIMITED [2018] NZHC 499

DEEP & ORS v AUCKLAND GOLD LINE CO-OPERATIVE TAXI SOCIETY LIMITED [2018] NZHC 499[22 March 2018]IN THE HIGH COURT OF NEW ZEALANDAUCKLAND REGISTRYI TE KŌTI MATUA O AOTEAROATĀMAKI MAKAURAU ROHECIV-2017-404-001516[2018] NZHC 499BETWEEN RAMAL DEEPFirst PlaintiffSATNAM SINGHSecond PlaintiffSURINDER KUMARThird PlaintiffKAHLON KULVIR SINGHFourth PlaintiffVIPAN KUMARFifth Plaintiff(Continued on next page)AND AUCKLAND GOLD LINE CO-OPERATIVE TAXI SOCIETY LIMITEDDefendantHearing: 5 February 2018Appearances: Luke Meys for the PlaintiffsShafraz Khan and Rebecca White for the DefendantJudgment: 22 March 2018JUDGMENT OF MOORE JThis judgment was delivered by me on 22 March 2018 at 3:00 pmpursuant to Rule 11.5 of the High Court Rules.Registrar/ Deputy RegistrarDate:JASVINDER PAL SINGH GILLSixth PlaintiffAMARJEET SINGHSeventh PlaintiffANIL KUMAREighth PlaintiffVIKAS SAHARANNinth PlaintiffKANWAL JIT SINGHTenth PlaintiffPRADEEP KUMAREleventh PlaintiffMANDIP SINGH GILLTwelfth PlaintiffSIKANDERJEET SINGH BAJWAThirteenth PlaintiffIntroduction[1] At the heart of this proceeding is an incorporated taxi society, Auckland GoldLine Co-operative Taxi Society Ltd ("Gold Line"). It is the defendant. The 13plaintiffs are or were shareholders in Gold Line, but in recent times their relationshipwith the company, and its controlling directors, has soured. They have brought anapplication for judicial review seeking to challenge various decisions made by GoldLine as ultra vires, unreasonable, or contrary to the principles of natural justice.[2] The dispute came before me on an interlocutory basis. At the commencementof the hearing there were two applications requiring resolution:(a) Gold Line's application for strike out; and(b) the plaintiffs' application for discovery.[3] It was clear from an early stage that the parties were not far apart on the strikeout application. I ordered a brief adjournment to allow counsel to confer with a viewto arriving at a consent position. They did so and returned with a joint memorandumsetting out a proposed resolution. This centred around withdrawal of the strike outapplication following the filing of a second amended statement of claim.[4] On that basis I advised counsel that my preliminary view was the discoveryapplication should be adjourned until the second amended statement of claim had beenfiled. Mr Meys, for the plaintiffs, nevertheless sought to be heard on the application.I was content to hear from him, although I advised I might still conclude the bestcourse would be to adjourn the application until the issues in the substantiveproceedings had been refined.[5] For reasons which follow I have determined adjournment remains the bestcourse. In my judgment I also record the resolution reached on the strike outapplication.Context[6] The 13 plaintiffs are (or were) all shareholders in Gold Line, and involved init in some capacity, either as taxi drivers (for it or its subsidiaries), company directorsand/or transport operators.[7] Gold Line was incorporated under the Industrial and Provident Societies Act1908 ("the Act"). In short, Gold Line was established so the plaintiffs and others, whohad previously been contractors for companies operating the Auckland Airport taxirank, could be part owners in a business which held the tender for that taxi rank. GoldLine purchased Auckland Taxi Service Ltd ("ATS") in order to bid for the tender,which it was awarded on 11 March 2013.[8] The present dispute stems from the departure of a former member, ManmohanDua, who left Gold Line in 2013 for a competitor. He attempted to repurchase sharesin 2015, but was denied. However, a new board of directors was appointed at anelection in October 2015. Following the election, Mr Dua was then appointed as adirector in early 2016. The plaintiffs allege this occurred without a Special GeneralMeeting ("SGM") being called. The plaintiffs also claim Mr Dua became "effectivemanaging director" in late February 2016, and from that point took a number ofunlawful actions which targeted former directors and the plaintiffs.[9] In his submissions in support of strike out, Mr Khan, for Gold Line, hashelpfully catalogued the actions the plaintiffs seek to review in their amendedstatement of claim. These total at least 29 actions or omissions by or on behalf of GoldLine, dating back to October 2015. These are included in an appendix attached to hisjudgment.[10] In essence, the plaintiffs allege procedural failures which include the failure tocall an Annual General Meeting ("AGM"), transferring Gold Line's business to asubsidiary, and closing the plaintiffs out of the business. They have challenged theseactions on the basis they are ultra vires, unreasonable and non-compliant with theprinciples of natural justice. Because the parties have resolved the strike outapplication, little more needs to be said about the several heads of claim at this stage.Procedural background[11] The plaintiffs' first statement of claim was filed on 14 July 2017. Woolford Jconsidered it in a Minute of the same day, because the plaintiffs also filed an urgentwithout notice application for interim relief. He was not satisfied relief was availableon an ex parte interim basis, because:(a) he was not persuaded the decisions complained of were amenable tojudicial review, doubting they were of a sufficiently public nature,noting there were no claims under the Companies Act 1993 nor anyclaim for damages;(b) the evidence was untested, largely vague, lacking in detail, andappeared hotly disputed; and(c) he was not satisfied the plaintiffs would suffer irremediable prejudiceif the SGM scheduled for 15 July 2017 were to proceed, observing anyanticipated rule changes (which have since occurred) could bechallenged later (as they now have been).[12] The matter next came before Fitzgerald J as part of the Judicial Review list.This was on 24 August 2017. Timetabling orders for the filing of an amendedstatement of claim were made. This was filed on 1 September 2017.[13] In the intervening period, Gold Line made an application to strike out, and theplaintiffs applied for discovery orders the following day. The matter came beforeFitzgerald J again on 5 October 2017. In a Minute, she allocated a one day fixture forthe hearing of the two applications.Strike out application[14] Mr Khan submitted the plaintiffs' application discloses no reasonably arguablebasis for judicial review, and that in any event the matters complained of concernprivate agreements between private individuals and are insufficiently public to beamenable to review.[15] A number of other grounds for strike out were also raised:(a) many of the plaintiffs are not members of Gold Line, so do not havestanding;(b) the plaintiffs have failed to engage in the dispute resolution procedureprovided under the rules of Gold Line;(c) the plaintiffs, who are or were previously members of Gold Line, haveeither previously affirmed the actions now complained of or havedelayed bringing the present claim to such an extent that the remediessought, if awarded, would be in vain;(d) significant aspects of the amended statement of claim relate to actionsof entities other than Gold Line;(e) the sixth through thirteenth plaintiffs have proceedings on foot in theDistrict Court, which the present claim duplicates in large part, suchthat it amounts to an abuse of process;(f) the relief sought by the plaintiffs insofar as it relates to proceduralmatters would, if granted, be in vain; and(g) the application does not disclose the material required in a judicialreview application, has been brought with unclean hands, and isotherwise frivolous and vexatious.[16] As noted, at the commencement of hearing the plaintiffs opposed each of thesegrounds.The hearing[17] On hearing Mr Khan's submissions, it was apparent that the principal groundon which strike out was sought was that the claims are non-justiciable, either becausethe society is not amenable to judicial review, its rules oust jurisdiction, or because theplaintiffs do not have standing. I explained to Mr Khan that I considered thosesubmissions unsustainable for the reasons which follow.[18] It is well settled that decisions of incorporated societies may be the subject ofjudicial review.1 This was one of the effects of the Judicature Amendment Act 1977,2which the Judicial Review Procedure Act 2016 has not altered.3 That Act provides:"3 Purpose of this Act(1) The purpose of this Act is to re-enact Part 1 of the JudicatureAmendment Act 1972, which sets out procedural provisionsfor the judicial review of—(a) the exercise of a statutory power:(b) the failure to exercise a statutory power:(c) the proposed or purported exercise of a statutorypower."[19] Statutory power is defined as follows:"5 Meaning of statutory power(1) In this Act, statutory power means a power or right to do anything that is specified in subsection (2) and that is conferredby or under—(a) any Act; or(b) the constitution or other instrument of incorporation,rules, or bylaws of any body corporate."[20] The jurisdiction extends to decisions which are largely contractual in nature,such that an action in contract could also be brought.4 But it is limited in an importantway: there should be a public aspect to the powers exercised by the private entity,1 Adlam v Stratford Racing Club Inc [2007] NZAR 543 (HC) at [79]. See also Finnigan v NewZealand Rugby Football Union Inc [1985] 2 NZLR 159 (CA).2 Royal Australasian College of Surgeons v Phipps [1999] 3 NZLR 1 (CA) at 11.3 Judicial Review Procedure Act 2016, s 3(2).4 Royal Australasian College of Surgeons v Phipps, above n 2, at 10-12.and/or its activities.5 The Court of Appeal has summarised the limits in Hopper vNorth Shore Aero Club Inc in the following way:6(a) Where the activities of a private entity are private in nature, the Courtshave demonstrated reticence to interfere with matters of internalmanagement or regulation. For example, in M v Board of Trustees ofPalmerston North Boys' High School, Goddard J found the decision ofthe Board to expel a schoolboy from a boarding house was not astatutory power or decision even though the Board was constitutedunder the Education Act 1989; the relationship was a "purely privatecontractual arrangement" with the boy's parents.7(b) The internal workings of incorporated societies with respect tomembers are primarily reviewable under the law of contract. TheCourts have typically only been prepared to intervene in the internalaffairs of an incorporated society or club involving a breach of contractconstituted by the rules in limited circumstances. The Court endorsedthe following summary by Williams J:8"Beyond ensuring compliance with the rules and requiringsociety and committee decisions to be arrived at honestly andbona fide in accordance with the rules, the Courts haveinterfered in the running of incorporated societies only in arelatively restricted variety of cases. Membership issues haveattracted the Court's intervention. Disciplinary proceedings orthe like in a society's constitution have attracted the Court'sintervention. So, too, the Courts have been prepared toinvolve themselves where what is an issue is a licence or aright to make a livelihood with or in association with anincorporated society."(c) A club's rules will be reviewable where they, or the way in which theyare applied, constitute(s) a breach of natural justice. The basis forintervention has not been the Court's power under the Judicature5 Royal Australasian College of Surgeons v Phipps, above n 2, at 11-12.6 Hopper v North Shore Aero Club Inc [2007] NZAR 354 (CA) at [10]-[12]. These comments wereendorsed in Stratford Racing Club Inc v Adlam [2008] NZCA 92, [2008] NZAR 329 at [54]-[55].7 M v Board of Trustees of Palmerston North Boys' High School [1997] 2 NZLR 60 (HC) at 68.8 Hopper v North Shore Aero Club Inc HC Auckland, CIV 2005-404-2817, 6 December 2005 at[31].Amendment Act, rather it has been on the basis of enforcing thecontract constituted by the rules.(d) On the facts, the Court doubted in obiter that, as the club was notexercising a quasi-public function and did not breach natural justiceprinciples, it would be amenable to review.[21] It is also now settled that societies incorporated under the Act are amenable toreview. The integral difference between societies incorporated under the IncorporatedSocieties Act 1908, and societies incorporated under the Act, is that the former cannotconsist of members associated for pecuniary gain.9 Societies registered under the Actare not limited the same way.10[22] In Singh v Auckland Cooperative Taxi Society Ltd, Palmer J considered interimrelief in an application for judicial review by a member of another taxi societyincorporated under the Act.11 Assessing the strength of the case, he stated:"[22] First, the text and purpose of the Judicature Amendment Act 1972supports judicial review applications by members of private bodies corporate.This is clear from the definitions of 'statutory power' and 'statutory power ofdecision' in s 3 of the Act. These definitions were expanded by Parliament inthe Judicature Amendment Act 1977 in order to ensure that judicial reviewwas available in respect of actions by private incorporated organisations.Accordingly, this strand of the law of judicial review subsists independentlyof the High Court's supervisory power of the lawfulness of public, or executivegovernment, decision-making. As the Court of Appeal noted in StratfordRacing Club Inc v Adlam "membership issues", in particular, can and doattract the intervention of the Court."(footnotes omitted, emphasis added)[23] That decision is apposite. As the Court of Appeal stated in Stratford RacingClub Inc v Adlam (in which the applicant's essential complaint against the committeewas that it was acting unfairly and for an improper purpose), such a claim "isquintessentially the stuff of judicial review".129 Incorporated Societies Act 1908, s 4.10 Industrial and Provident Societies Act 1908, s 4.11 Singh v Auckland Cooperative Taxi Society Ltd [2016] NZHC 642.12 Stratford Racing Club Inc v Adlam, above n 6, at [55].[24] The plaintiffs' claim engages many of the circumstances in which the Courtshave held judicial review of an incorporated society is appropriate; membership issues,the right to make a livelihood, and questions of natural justice have all been raised.[25] On that basis I considered it was at least reasonably arguable decisions of GoldLine are amenable to review.[26] Mr Khan's other primary submission was that pursuant to r 35 of Gold Line'srules, and s 12 of the Act, the Court does not have jurisdiction to review decisionscovered by the defendant's internal dispute resolution process. This has also beenconsidered in case law. In Malhi v Auckland Co-operative Taxi Society Ltd, I foundthe Court was not precluded from reviewing procedure and adherence to principles ofnatural justice involved in membership decisions or other decisions which may beunlawful.13[27] Section 12 of the Act provides:"12 DisputesWith respect to disputes concerning registered societies the followingprovisions shall have effect:Every dispute between a member, or person claiming through amember or under the rules of a registered society, and the society oran officer thereof, shall be decided in manner directed by the rules ofthe society, if they contain any such directions, and the decision somade shall be binding and conclusive on all parties without appeal,and shall not be removable into any Court, or restrainable byinjunction; and application for the enforcement thereof may be madeto the District Court: "[28] Rule 35 of the rules then adds:"35. DISPUTES35.1 Under these rules every dispute between a Member, Taxi Operator, orPerson and the Society or an officer thereof shall be decided by theBoard whose decision shall be binding and conclusive on all parties."13 Malhi v Auckland Co-operative Taxi Society Ltd [2014] NZHC 2814, [2015] 2 NZLR 552 at [34]-[39].[29] An identical provision, r 72, was at issue in Malhi. After an extensive reviewof authorities considering s 12, I concluded "if a decision falls within the rules of theSociety the Court will not have the jurisdiction to review",14 but added:"[34] In my view, the term "in manner directed by the rules" under s 12,must refer to the dispute resolution procedure set out in the rules. Thereforethe principle established in Dickey's Travel Services is that the Court hasjurisdiction to determine whether the dispute was decided in the mannerdirected by the rules, meaning by the correct process. Otherwise decisionsmade under an incorrect process would be tainted and a nullity."(footnotes omitted)[30] In Dickey's Travel Services, whether the society was acting in the prescribedmanner was at issue. Woodhouse J held that if the society was not acting in the correctmanner any decision made would be a nullity as it had not been made in accordancewith the rules.15[31] Dealing with the question of whether r 72 ousts the Court's jurisdiction to dealwith the applicant's claims of failure to comply with the rules of the society'sconvention, I noted in Malhi:"[36] Although neither counsel made submissions to this effect, no doubtbecause the issue was raised so late, I am satisfied that this Court hasjurisdiction. It has long been held that privative clauses do not operate to ousta Court's power to review for an error of law, within or without jurisdiction.[37] The rationale is that a decision based on an error of law falls beyondthe jurisdiction of the decision maker, and therefore, is not caught by theprivative clause that prevents review of decisions. A decision beyondjurisdiction is not considered a "decision" as such."(footnotes omitted)[32] Given the relevant rule in Malhi is expressed identically to r 35 in this case, itprovides a complete answer to the question of jurisdiction. This Court has jurisdictionto review the decisions made by the society for error of law, as well as, it should follow,procedural impropriety.14 Malhi v Auckland Co-operative Taxi Society Ltd , above n 13 at [30].15 Dickey's Travel Services Ltd v Auckland Co-Operative Taxi Society Ltd [1973] 1 NZLR 93 (SC)at 95.[33] The principles summarised and applied in Malhi also answer Mr Khan'ssubmission concerning r 7.4, which provides an appeal process for expelled members.That rule relates to expulsion from the defendant society for substantive reasons. AsMr Meys submits it should not preclude the Court from reviewing the process followedin a decision to expel. There is a simple logic to this conclusion. If the facts as pleadedare correct, as is to be assumed at the strike out stage, a number of the plaintiffs havelost their membership due to procedural impropriety. If I was to accept Mr Khan'ssubmission, the aggrieved parties would have no avenue for recourse.[34] On that basis I would also have concluded it is reasonably arguable thatstanding and jurisdiction to review the present claim are not ousted by Gold Line'srules.[35] Sensibly Mr Khan conceded these points. But he maintained a number of theclaims brought by the plaintiffs were not judicially reviewable, either because they didnot concern decisions at all, because they concerned decisions made by ATS not GoldLine, or because they concerned private contracts entered into by the plaintiffs. Heaccepted that the filing of a second amended statement of claim could, by streamliningthe issues, forego the need for me to resolve the strike out application.[36] I put this to Mr Meys. He indicated there was scope for discussion. I thusordered a brief adjournment while counsel negotiated the terms of a resolution.The agreement[37] Counsel returned that afternoon with a joint memorandum recording thefollowing resolution:"3. The defendant will withdraw the application on the understanding thatthe plaintiffs will file an amended Statement of Claim.4. The parties agree that the amended Statement of Claim will addressthe following issues in relation to judicial review:(aa) SGM and constitution review;(a) airport tender;(b) appointment of directors;(c) resolution to suspend meetings;(d) refusing SGM requisitions;(e) removal of members;(f) access to documents.5. The issue of costs has not been agreed."[38] I accepted that resolution.Result[39] The strike out application, having been withdrawn, is dismissed.[40] I direct the plaintiffs to file a second amended statement of claim, consistentwith the terms of the joint memorandum, within 20 working days of the date of thisjudgment.[41] As to costs, in the event the parties are unable to agree, I direct that memoranda,no greater than five pages in length, should be filed and served within 20 workingdays of the date of this judgment.Discovery application[42] Following resolution of the strike out application, I indicated to Mr Meys thatin my view I was not well-placed to resolve the discovery application until a secondamended statement of claim had been filed. He nevertheless sought to makesubmissions on the application with a view to persuading me otherwise. I permittedhim to do so.[43] The plaintiffs seek discovery of the following:(a) For the purposes of inspection, production of the original versions of:(i) the original documents referred to at paragraph 52 of theamended statement of claim, being the purported sharesurrender;(ii) the defendant's shareholder register and share transfer bookrelating to the period since 1 October 2015 to date; and(iii) all board of directors' resolutions and minutes since October2015 to date.(b) Copies of:(i) the documents referred to above;(ii) the defendant's annual financial accounts relating to thefinancial years ending March 2016 and March 2017; and(iii) the defendant's bank statements from 1 October 2015 to date.[44] The plaintiffs also seek discovery of affidavits of the sixth to ninth plaintiffsfiled in the District Court proceedings, which is unopposed.Principles[45] Section 14 of the Judicial Review Procedure Act provides for orders anddirections in judicial review proceedings, including orders for discovery:"14 Orders and directions(1) A Judge may make any of the orders and directions specifiedin subsection (2)—(a) at a case management conference held under section13; or(b) at any other time before the hearing of the application.(2) The orders and directions referred to in subsection (1) areorders and directions to—(h) require a party to make discovery, producedocuments, or both:"[46] As Mr Khan points out, discovery orders in judicial review proceedings remaindiscretionary. He submits, as the Court of Appeal stated in Chatfield, "the power isdiscretionary and therefore in marked contrast from the position that applies in anordinary proceeding."16[47] But Thomas J has recently provided comment on discovery under the newJudicial Review Procedure Act:17"[26] As far as judicial review is concerned, the Judicial Review ProcedureAct 2016 provides that a judge may, at any case management conference or atany other time, require a party to make discovery, produce documents or both.The purpose of any case management conference (and implicitly the purposeof any orders or directions made) is to ensure that any application may bedetermined in a convenient and expeditious manner and that all matters indispute may be effectively and completely determined.[27] It is not apparent, therefore, that there is any real difference in respectof the tests for discovery whether the matter is one of judicial review or anordinary civil proceeding. The reason discovery might not be appropriate ina judicial review case, or where appropriate discovery might be very limited,would simply reflect the issues in the case and the context of judicial reviewproceedings which are often brought as a matter of urgency."[48] As she stated, "the considerations in all cases are relevance andproportionality".18 On the subject of relevance:19"The starting point in such a consideration of appropriate tailored discoveryorders must be an analysis of the issues. Discovery categories will reflect theissues and will only be ordered for the discovery of documents that arerelevant to those issues. Except in exceptional circumstances, these issues16 Chatfield & Co Ltd v Commissioner of Inland Revenue [2016] NZCA 614, (2016) 27 NZTC 22-084 at [20].17 New Zealand Steel Ltd v Minister of Commerce and Consumer Affairs [2017] NZHC 3232(footnotes omitted).18 At [28].19 Commerce Commission v Cathay Pacific Airways Ltd [2012] NZHC 726 at [13].will be discernible from a review of the pleadings. Discovery orders that areessentially of a 'fishing' nature are not part of tailored discovery. Orders willnot be granted where the categories do not relate to a pleaded relevant issue,but rather a non-pleaded issue which might be pleaded should discovery revealdocuments that support such a pleading."[49] Proportionality here concerns the fact in judicial review proceedings the meritsof the decision are not at issue; the documents discovered should be appropriate forand proportionate to the subject matter at issue.20Submissions[50] Mr Meys made submissions on each of the discovery categories, except theaffidavits, which as noted were unopposed. He submitted the issues for whichdiscovery was relevant were sufficiently determinate for discovery purposes, havingbeen agreed by counsel:(a) wrongful and/or illegal appointment of directors;(b) the resolution of the board to hold no more AGMs or SGMs;(c) the directors' rejection of a requisition calling for an SGM;(d) the decision to call an SGM without giving the plaintiffs notice;(e) indicating to the plaintiffs they could not speak or vote at the SGM;(f) the decision to transfer Gold Line's business to ATG; and(g) investigating and terminating the plaintiffs' shareholdings withoutproviding access to relevant evidence.[51] He submitted the share register and transfer book were relevant because therewas a dispute as to share ownership, and because the basis on which the plaintiffs wereexcluded from participating in the SGM was that they did not own shares.20 New Zealand Steel Ltd v Minister of Commerce and Consumer Affairs, above n 17, at [73]-[74].[52] He then submitted Gold Line's board resolutions and minutes were necessaryto clarify the reasons for each impugned decision, and because they might shed lighton the decision-making process.[53] Finally, Mr Meys submitted original documents were necessary to determinewhether the copies provided were fraudulent. He insisted that if discovered, no copieswould be made, and the originals would remain in his office.[54] Mr Khan opposed discovery at this stage on the basis it was premature. Healso raised a number of concerns in relation to each discovery category, largelyquestioning the relevance of the material sought to be discovered to the issues in theproceeding.Analysis[55] Having heard from counsel I agree with Mr Khan that an order for discoveryis premature at this stage. The opacity of Mr Meys' submissions underscores thisconclusion. He was unable to address with any precision which issues in theproceeding would be served by discovery of the material sought. I accept as a generalproposition that aspects of the material may be relevant to issues requiringdetermination, but that is not the threshold, particularly in a judicial reviewproceeding.[56] As Thomas J emphasised, relevance is a guiding consideration in the grant ofdiscovery orders in judicial review proceedings. The starting point in thedetermination of a discovery application requires an analysis of the issues, whichshould be discernible from the pleadings.21 The central question is whether thecategories of discovery sought are relevant to issues raised in the pleadings.[57] While Mr Meys has identified in a general manner what issues are likely to beat issue, in the absence of refined pleadings the distinction between relevance and"fishing" is hard to draw. In that context, I do not consider I am sufficiently wellplaced to resolve the discovery application.21 This point was also emphasised in Chatfield & Co Ltd v Commissioner of Inland Revenue, aboven 16, at [21], and Commerce Commission v Cathay Pacific Airways Ltd, above n 19, at [13].[58] I am fortified in this conclusion by the absence of any claim of prejudice to theplaintiffs. Mr Meys did not point to any prejudice or disadvantage the plaintiffs mightsuffer if I was to decline to resolve the discovery application at this stage. On thecontrary, I consider the plaintiffs will be better placed to argue in favour of discoveryonce refined pleadings are before the Court.Result[59] The strike out application is dismissed.[60] The plaintiffs are to file a second amended statement of claim, consistent withthe terms of the joint memorandum, within 20 working days of the date of thisjudgment.[61] The discovery application is adjourned pending the filing of a second amendedstatement of claim. Following the filing of a second amended statement of claim, ifthe parties are unable to agree on the terms of an appropriate discovery order, thediscovery application should be relisted for scheduling.Costs[62] As to costs, in the event the parties are unable to agree, I direct that memoranda,no greater than five pages in length, should be filed and served within 20 workingdays of the date of this judgment.Moore JSolicitors/Counsel:Neilsons Lawyers, AucklandFortune Manning, AucklandAppendix"Improper Decisions" ParagraphsASOCDate1. Appointment of directors who were notshareholders and without SGM orelections29; 75.1 Early 20162. Prohibition on meetings and electionswithout amending the Rules30.2(b); 75.2 March 20163. Refusing to allow Amarjeet Singh (7thPlaintiff) to drive his taxi at the Airport30.1; 75.3 6- 9 March20164. First decision to refuse access to evidence,SGM and elections34; 75.4 19 April 20165. Failure to call an AGM or producefinancial - reports to shareholders at suchAGM in June 2017 accordance with theRules46; 75.5 October 2015– June 20176. Decision to move the Society's businessinto ATS36, 75.6 7 May 20167. Taking no action against ATS for ATSrejection of applications from:1. Anil Kumar (Eighth Plaintiff);2. Vikas Saharan (Ninth Plaintiff);3. Amarjeet Singh (Seventh Plaintiff);4. Sikanderjeet Singh (ThirtheenthPlaintiff);and the preference for non-member drivers39; 40; 75.7 8 June 2016;early June20168. Decision to prefer ATS over Gold Line 44; 75.8 August 20169. Targeting the following plaintiffs for auditswithout requesting similar audits fromother 2017shareholders:1. Vipan Kumar (fifth plaintiff);2. Ramal Deep (first plaintiff);3. Kahlon Singh (fourth plaintiff).45; 75.9 21 - 31 May10. The threat to coerce the SGM group 51; 75.10 6 June 201711. Second decision to refuse to allow accessto evidence or hold SGM elections54-57; 75.11 13 - 21 June2017"Improper Decisions" ParagraphsASOCDate12. Alteration of purported share surrenderdocuments59; 75.12 June 201713. Failure to give notice of purported SGM toplaintiffs or allow them to vote69; 71; 75.13 July 201714. Rule changes x 5 72; 75.14 15 July 2017"Improper Procedures"15. Refusing or failing to provide a formaldecision or reasons for Amarjeet Singh notbeing able to drive his own taxi at theAirport.76.1 March 201616. Decision to terminate and deactivateMr Gill (Sixth Plaintiff) "withoutinvestigation"31; 76.2 29 March201617. Decision to terminate and deactivateAmarjeet Singh (Seventh Plaintiff)"without investigation"31; 76.2 29 March201618. Decision to terminate and deactivate AnilKumar (Eighth Plaintiff) "withoutinvestigation"31; 76.2 29 March201619. Requiring KJ Singh to attend disciplinarymeetings:- Without providing supporting documentsin advance;- Accepting historic allegations over KJSingh's evidence;Terminating KJ Singh's membershipwithout providing all relevant informationto him41-43; 76.3 July 201620. Requiring Vipan Kumar (fifth plaintiff) toattend a disciplinary meeting withoutproviding allegations or supportingdocuments in advance50; 54; 55;76.45 June 2017 -15 June 2017"Improper Procedures"21. Requiring Kahlon Kulvir Singh (fourthplaintiff) to attend a disciplinary meetingwithout providing allegations or supportingdocuments in advance50; 54; 55;76.45 June 2017 -15 June 201722. Requiring Ramal Deep (first plaintiff) toattend a disciplinary meeting withoutproviding allegations or supportingdocuments in advance45.5; 76.4 26 May 201723. Requiring information from Vipan Kumar(fifth plaintiff) without providing areasonable time to comply45.1; 76.5 21 May 201724. Requiring information from Kahlon KulvirSingh (fourth plaintiff) without providing areasonable time to comply45.6; 76.5 27 May 201725. Requiring information from Ramal Deep(first plaintiff) without providing areasonable time to comply45.4; 76.5 25 May 201726. Terminating Vipan Kumar (fifth plaintiff)'sshare earlier than first indicated andwithout allowing request for adjournment50.2; 55; 76.6 5; 14 June201727. Terminating Kahlon Kulvir Singh (fourthplaintiff)'s share earlier than first indicatedand without allowing request foradjournment50.2; 55; 76.6 5; 14 June201728. Failing or refusing to provide the "SGMGroup" (First, second and third plaintiffs)with an opportunity to consider the"purported share surrender" or have a copyto take home51; 76.7 6 June 201729. Deactivation of Mr Deep's (first plaintiff)vehicle "without a proper investigation oropportunity for a fair hearing"64; 76.8 7 July 2017