BLACK V GILTECH PRECISION CASTINGS (2004) LIMITED HC DUN CIV-2010-412-000105

BLACK V GILTECH PRECISION CASTINGS (2004) LIMITED HC DUN CIV-2010-412-000105

The Court found on the balance of probabilities that the plaintiff had agreed to the five‑year requirement and the terms recorded in Schedule 6; the drafts recorded that agreement; the defendants acted in accordance with that binding agreement (and estoppel); their conduct was not oppressive under s174; all causes...

Source-derived case information.

Citation
openlaw-3b51dca2_585b_4c87_ac2c_306c621d210f.pdf
Parties
First Plaintiff: Paul Black; Second Plaintiffs: Paul Black and Glenda Black; Third Plaintiff: WMC Trustee Limited; First Defendant: Giltech Precision Castings (2004) Limited; Second Defendant: P & W Consolidated Limited
Court
High Court
Jurisdiction
New Zealand
Judgment Date
25 May 2012
Procedural Posture
Shareholders Application Under the Companies Act 1993 (s174) / Reserved Judgment Delivered (trial Concluded)
Outcome
Judgment for defendants; all plaintiffs' claims dismissed
Legal Topics
Share Forfeiture, Shareholders' Agreement, Minority Oppression (s174), Forfeiture Clause (schedule 6), Constructive Dismissal, Director Removal, Conversion and Detinue
Company Law Contract Law Employment Law Equity (estoppel) Fair Trading Law Share Forfeiture Shareholders' Agreement Minority Oppression (s174) +4 more

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Parties

Paul Black

First Plaintiff

Paul Black and Glenda Black

Second Plaintiffs

WMC Trustee Limited

Third Plaintiff

Giltech Precision Castings (2004) Limited

First Defendant

P & W Consolidated Limited

Second Defendant

Procedural Posture

Shareholders Application Under the Companies Act 1993 (s174) / Reserved Judgment Delivered (trial Concluded)

Legal Issues

  1. 1 Whether an oral agreement and the terms of Schedule 6 (five year requirement) were agreed by the parties
  2. 2 Whether the unsigned drafted shareholders' deed was enforceable or enforceable by estoppel
  3. 3 Whether the divestment of shares and removal of director complied with the Companies Act 1993

Ratio Decidendi

The Court found on the balance of probabilities that the plaintiff had agreed to the five‑year requirement and the terms recorded in Schedule 6; the drafts recorded that agreement; the defendants acted in accordance with that binding agreement (and estoppel); their conduct was not oppressive under s174; all causes of action failed and judgment was entered for the defendants.

Court Disposition

Judgment for defendants; all plaintiffs' claims dismissed

Orders

  • Judgment entered for the defendants
  • WMC Trustee Limited discontinued as plaintiff (noted)