INTERNET TRADERS LIMITED v WILLIAMS [2015] NZHC 1809

INTERNET TRADERS LIMITED v WILLIAMS [2015] NZHC 1809

The High Court retains jurisdiction because the essence of the pleaded claims does not fall within the exclusive jurisdiction of the Employment Relations Authority; the statement of claim was directed to be amended to separate distinct causes and to join trustees where plaintiffs sue as trustees/shareholders; defendants' strike-out and stay applications were dismissed; limited and specific further discovery was ordered on a train of enquiry basis (including passwords, specified emails, Vanuatu statements, computer purchase documents and communications with Ministry of Health and customers), and Lyon O'Neale Arnold files were ordered subject to the qualification that privilege may be lost...

Citation
[2015] NZHC 1809
Parties
First Plaintiff: Internet Traders Limited; Second Plaintiff: IT Pharmaceutical Supplies Limited; Third Plaintiff: John Roulston Heale; First Defendant: Nicole Jean Williams; Second Defendant: Glencove (2014) Limited; Third Defendant: Tentacle Enterprises Limited; Fourth Defendant: Kiwipharma Limited
Court
High Court
Jurisdiction
New Zealand
Judgment Date
15 July 2015
Procedural Posture
Civil Company and Shareholder Dispute With Elements of Employment, Contract and Equitable Claims / Interlocutory Applications Determined (discovery, Strike Out, Stay, Particulars); Pre Trial Directions and Split Trial; Backup Fixture Set for 9 November 2015 (seven Days)
Outcome
Plaintiffs' application for particular discovery granted in part; defendants' applications for strike-out, stay and further particulars dismissed; plaintiffs ordered to file amended statement of claim and specified discovery orders made; split-trial directions and timetable set with backup fixture 9 November 2015.
Legal Topics
Shareholders' Agreement, Directors' Duties, Companies Act 1993 S174, Misuse of Confidential Information, Inducing Breach of Contract, Discovery (r 8.19 Train of Enquiry), Jurisdiction (employment Relations Authority), Privilege Vs Substantive Disclosure, Third Party Loss
Company Law Employment Law Contract Law Equity and Fiduciary Duties Intellectual Property Law Civil Procedure Trust Law Shareholders' Agreement +8 more

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Parties

Internet Traders Limited

First Plaintiff

IT Pharmaceutical Supplies Limited

Second Plaintiff

John Roulston Heale

Third Plaintiff

Nicole Jean Williams

First Defendant

Glencove (2014) Limited

Second Defendant

Tentacle Enterprises Limited

Third Defendant

Kiwipharma Limited

Fourth Defendant

Procedural Posture

Civil Company and Shareholder Dispute With Elements of Employment, Contract and Equitable Claims / Interlocutory Applications Determined (discovery, Strike Out, Stay, Particulars); Pre Trial Directions and Split Trial; Backup Fixture Set for 9 November 2015 (seven Days)

Legal Issues

  1. 1 Whether Employment Relations Authority has exclusive jurisdiction over allegations involving employment entitlements and whether the High Court retains jurisdiction
  2. 2 Adequacy and form of pleadings including separation of causes of action and joinder of trustees
  3. 3 Scope and form of split trial (liability and injunctive relief vs monetary relief)

Ratio Decidendi

The High Court retains jurisdiction because the essence of the pleaded claims does not fall within the exclusive jurisdiction of the Employment Relations Authority; the statement of claim was directed to be amended to separate distinct causes and to join trustees where plaintiffs sue as trustees/shareholders; defendants' strike-out and stay applications were dismissed; limited and specific further discovery was ordered on a train of enquiry basis (including passwords, specified emails, Vanuatu statements, computer purchase documents and communications with Ministry of Health and customers), and Lyon O'Neale Arnold files were ordered subject to the qualification that privilege may be lost...

Court Disposition

Plaintiffs' application for particular discovery granted in part; defendants' applications for strike-out, stay and further particulars dismissed; plaintiffs ordered to file amended statement of claim and specified discovery orders made; split-trial directions and timetable set with backup fixture 9 November 2015.

Orders

  • Join Lauren Joy Heale and Holland Beckett Trustee No.5 Ltd as additional plaintiffs for causes of action brought by trustees/shareholders
  • Plaintiffs to file and serve a third amended statement of claim addressing separation of causes, identification of confidential information and IP, third-party loss basis, particulars for s174 claims and other specified matters (by timetable to be set at telephone conference)