PARSONS v O’CONNOR [2020] NZHC 313

PARSONS v O’CONNOR [2020] NZHC 313

A stay of Gordon J's orders was granted because the first and third defendants gave a clear undertaking not to sell or otherwise dispose of the shares pending determination of their application to rescind or vary the orders, which preserved the status quo and removed the specific risk Gordon J sought to prevent; requiring immediate transfer would impose administrative burdens and risk needing to be undone; on balance the convenience favored a stay pending a full hearing.

Citation
[2020] NZHC 313
Parties
First Applicant: MICHAEL KENNETH PARSONS; Second Applicant: GREEN SHOOTS HOLDINGS LIMITED as trustees of the GREEN SHOOTS LIFESTYLE and EDUCATION TRUST; First Respondents: PAUL MICHAEL O'CONNOR and BMHTRUSTEE 2017 LIMITED as trustees of the O'CONNOR FAMILY TRUST; Second Respondent: PAUL MICHAEL O'CONNOR; Third Respondents: SALLY JANE CAREY and ANDY FOX as trustees of the FOX CUB TRUST; Fourth Respondent: SALLY JANE CAREY; Fifth Respondent: DATAMINE LIMITED
Court
High Court
Jurisdiction
New Zealand
Judgment Date
27 February 2020
Procedural Posture
Civil: Shareholders Dispute (interim Injunction) / Interlocutory (stay Application Pending Determination of Application to Rescind or Vary Interim Orders)
Outcome
Orders made by Gordon J on 20 February 2020 are stayed pending determination of the defendants' application to rescind or vary those orders.
Legal Topics
Shareholders Deed, Compulsory Acquisition of Shares, Interim Injunction, Stay of Orders, Dispute Resolution Clause, Mediation, Breach of Employment/non Compete
Company Law Contract Law Equity Civil Procedure Injunctions Shareholders Deed Compulsory Acquisition of Shares Interim Injunction +4 more

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Parties

MICHAEL KENNETH PARSONS

First Applicant

GREEN SHOOTS HOLDINGS LIMITED as trustees of the GREEN SHOOTS LIFESTYLE and EDUCATION TRUST

Second Applicant

PAUL MICHAEL O'CONNOR and BMHTRUSTEE 2017 LIMITED as trustees of the O'CONNOR FAMILY TRUST

First Respondents

PAUL MICHAEL O'CONNOR

Second Respondent

SALLY JANE CAREY and ANDY FOX as trustees of the FOX CUB TRUST

Third Respondents

SALLY JANE CAREY

Fourth Respondent

DATAMINE LIMITED

Fifth Respondent

Procedural Posture

Civil: Shareholders Dispute (interim Injunction) / Interlocutory (stay Application Pending Determination of Application to Rescind or Vary Interim Orders)

Legal Issues

  1. 1 Whether defendants were entitled to trigger compulsory acquisition under clause 14 when clause 17 dispute resolution procedures applied
  2. 2 Whether there is a serious question to be tried for interim relief
  3. 3 Whether the balance of convenience and adequacy of damages justify transfer of shares or a stay

Ratio Decidendi

A stay of Gordon J's orders was granted because the first and third defendants gave a clear undertaking not to sell or otherwise dispose of the shares pending determination of their application to rescind or vary the orders, which preserved the status quo and removed the specific risk Gordon J sought to prevent; requiring immediate transfer would impose administrative burdens and risk needing to be undone; on balance the convenience favored a stay pending a full hearing.

Court Disposition

Orders made by Gordon J on 20 February 2020 are stayed pending determination of the defendants' application to rescind or vary those orders.

Orders

  • The orders made on 20 February 2020 by Gordon J are stayed pending determination of the defendants' application to rescind or vary those orders.
  • The defendants\' application to rescind or vary Gordon J\'s orders is set down for hearing before another judge at 11:45 am on 4 March 2020.