TEMARAMA 2004 LIMITED (IN LIQUIDATION) V MCROBIE HC AK CIV 2010-404-001969

TEMARAMA 2004 LIMITED (IN LIQUIDATION) V MCROBIE HC AK CIV 2010-404-001969

The court accepted the liquidators' forensic accounting reconstruction and entered judgment against the first defendant (estate) for the reconstructed current account balance of $663,133.19 and for $37,311 for unpaid shares. The claim against the second defendant for the current account was dismissed: there was no...

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Citation
openlaw-c8e81dc8_0167_4552_bed5_ed9fa4584026.pdf
Parties
First Plaintiff: Temarama 2004 Limited (In Liquidation); Second Plaintiffs (liquidators): Henry David Levin and Vivien Judith Madsen-Ries; First Defendant: Duncan Morgan McRobie; Second Defendant: Lisa Joanne McRobie
Court
High Court
Jurisdiction
New Zealand
Judgment Date
9 November 2011
Procedural Posture
Civil Claim by Liquidators to Recover Shareholder Advances and Unpaid Purchase Price (liquidation/debt Recovery) / Trial Judgment (final Judgment Delivered)
Outcome
Judgment for plaintiffs against first defendant (estate of Duncan Morgan McRobie) for $663,133.19 and $37,311; judgment for plaintiffs against second defendant (Lisa Joanne McRobie) for $37,311; claim against second defendant for the shareholders' current account dismissed.
Legal Topics
Shareholder Current Account, Liquidator's Formal Proof, Implied Contract, Apparent/ostensible Authority, Insolvent Distribution (s56 Companies Act 1993), Change of Position Defence
Company Law Insolvency Law Contract Law Agency Law Equity (unjust Enrichment) Shareholder Current Account Liquidator's Formal Proof Implied Contract +3 more

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Parties

Temarama 2004 Limited (In Liquidation)

First Plaintiff

Henry David Levin and Vivien Judith Madsen-Ries

Second Plaintiffs (liquidators)

Duncan Morgan McRobie

First Defendant

Lisa Joanne McRobie

Second Defendant

Procedural Posture

Civil Claim by Liquidators to Recover Shareholder Advances and Unpaid Purchase Price (liquidation/debt Recovery) / Trial Judgment (final Judgment Delivered)

Legal Issues

  1. 1 Whether the reconstructed shareholders' current account of $663,133.19 is properly provable and payable by the first defendant
  2. 2 Whether the second defendant (Mrs McRobie) is contractually liable on the company current account or otherwise liable under agency/apparent authority or unjust enrichment
  3. 3 Whether the first and second defendants are liable for unpaid purchase price of Orange Imports Limited shares ($37,311)

Ratio Decidendi

The court accepted the liquidators' forensic accounting reconstruction and entered judgment against the first defendant (estate) for the reconstructed current account balance of $663,133.19 and for $37,311 for unpaid shares. The claim against the second defendant for the current account was dismissed: there was no evidence she agreed to be party to the current account, no implied contract could be inferred from family conduct, and apparent authority was not established; however she was liable on the written sale/transfer for Orange Imports shares which she signed.

Court Disposition

Judgment for plaintiffs against first defendant (estate of Duncan Morgan McRobie) for $663,133.19 and $37,311; judgment for plaintiffs against second defendant (Lisa Joanne McRobie) for $37,311; claim against second defendant for the shareholders' current account dismissed.

Orders

  • Judgment against the estate of Duncan Morgan McRobie for $663,133.19 (shareholders' current account)
  • Judgment against Duncan Morgan McRobie for $37,311 (unpaid purchase price for Orange Imports Limited shares)