WALKER v GIBBSTON WATER SERVICES LTD [2013] NZHC 2933

WALKER v GIBBSTON WATER SERVICES LTD [2013] NZHC 2933

RFD was the registered shareholder when it resolved to put Water Holdings into liquidation and the receivers validly acted as RFD's agents under s 31(2) Receiverships Act; the liquidator validly avoided the share transfer and was entitled to reject CLS's proof of debt because CLS acted for both vendor and purchaser without prior informed consent in breach of the Lawyers and Conveyancers Rules, thus justifying refusal to admit the claim and dispense with a creditors' meeting.

Citation
[2013] NZHC 2933
Parties
Applicant: Robert Bruce Walker; First Respondent: Gibbston Water Services Ltd; Second Respondent: Castlereagh Properties Ltd; Third Respondent: Kristina Louise Buxton; Fourth Respondent: Canterbury Legal Services Ltd
Court
High Court
Jurisdiction
New Zealand
Judgment Date
7 November 2013
Procedural Posture
Companies Act S284 Application / Judgment
Outcome
Application granted in part: liquidator's rejection of CLS proof upheld; other reliefs adjourned
Legal Topics
Liquidation Validity, Avoidance of Transaction, Proof of Debt, Conflict of Interest, Share Transfers
Company Law Insolvency Receivership Liquidation Validity Avoidance of Transaction Proof of Debt Conflict of Interest Share Transfers

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Legal principles 6 Authorities cited 8 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

Robert Bruce Walker

Applicant

Gibbston Water Services Ltd

First Respondent

Castlereagh Properties Ltd

Second Respondent

Kristina Louise Buxton

Third Respondent

Canterbury Legal Services Ltd

Fourth Respondent

Procedural Posture

Companies Act S284 Application / Judgment

Legal Issues

  1. 1 Was the shareholder resolution validly made and was RFD the shareholder when it was made?
  2. 2 Did RFD's receivers have authority to pass the shareholder resolution and appoint a liquidator?
  3. 3 Was the 24 August 2011 transfer of Water Services shares voidable and properly avoided by the liquidator?

Ratio Decidendi

RFD was the registered shareholder when it resolved to put Water Holdings into liquidation and the receivers validly acted as RFD's agents under s 31(2) Receiverships Act; the liquidator validly avoided the share transfer and was entitled to reject CLS's proof of debt because CLS acted for both vendor and purchaser without prior informed consent in breach of the Lawyers and Conveyancers Rules, thus justifying refusal to admit the claim and dispense with a creditors' meeting.

Court Disposition

Application granted in part: liquidator's rejection of CLS proof upheld; other reliefs adjourned

Orders

  • Robert Bruce Walker as liquidator of Gibbston Water Holdings Ltd was entitled to reject the proof of claim filed by Canterbury Legal Services Ltd and has validly dispensed with the holding of a meeting of the creditors of Gibbston Water Holdings Ltd
  • The costs of the proceeding to date are reserved, with the parties if unable to agree on incidence and amount to file memoranda (no more than four pages)