PARSONS v O’CONNOR [2020] NZHC 483

PARSONS v O’CONNOR [2020] NZHC 483

Defendants' application dismissed: on available evidence Green Shoots was not shown to be in breach by virtue of association with Mr Parsons and therefore the defendants must restore the plaintiffs' shares; it was unnecessary and inappropriate to restore only Green Shoots' shares while leaving Parsons' shares with defendants; the stay imposed by van Bohemen J was discharged and defendants ordered to implement Gordon J's order restoring shares, with plaintiffs to retain shares pending agreement or further order.

Citation
[2020] NZHC 483
Parties
First Plaintiff: MICHAEL KENNETH PARSONS; Second Plaintiff: GREEN SHOOTS HOLDINGS LIMITED AS TRUSTEE OF THE GREEN SHOOTS LIFESTYLE AND EDUCATION TRUST; First Defendant: PAUL MICHAEL O'CONNOR AND BHWTRUSTEE 2017 LIMITED AS TRUSTEES OF THE O'CONNOR FAMILY TRUST; Second Defendant: PAUL MICHAEL O'CONNOR; Third Defendant: SALLY JANE CAREY AND ANDY FOX AS TRUSTEES OF THE FOX CUB TRUST; Fourth Defendant: SALLY JANE CAREY; Fifth Defendant: DATAMINE LIMITED
Court
High Court
Jurisdiction
New Zealand
Judgment Date
11 March 2020
Procedural Posture
Shareholders Dispute (interim Application) / Application to Stay/rescind/vary Ex Parte Orders; Interlocutory Decision by Duty Judge
Outcome
Defendants' application dismissed; defendants ordered to restore plaintiffs' shares and to comply with earlier orders; plaintiffs to retain shares pending agreement or further order
Legal Topics
Shareholders' Deed, Non Competition Clause, Option to Purchase on Default, Injunction, Stay of Orders
Company Law Contract Civil Procedure Equity Shareholders' Deed Non Competition Clause Option to Purchase on Default Injunction +1 more

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Parties

MICHAEL KENNETH PARSONS

First Plaintiff

GREEN SHOOTS HOLDINGS LIMITED AS TRUSTEE OF THE GREEN SHOOTS LIFESTYLE AND EDUCATION TRUST

Second Plaintiff

PAUL MICHAEL O'CONNOR AND BHWTRUSTEE 2017 LIMITED AS TRUSTEES OF THE O'CONNOR FAMILY TRUST

First Defendant

PAUL MICHAEL O'CONNOR

Second Defendant

SALLY JANE CAREY AND ANDY FOX AS TRUSTEES OF THE FOX CUB TRUST

Third Defendant

SALLY JANE CAREY

Fourth Defendant

DATAMINE LIMITED

Fifth Defendant

Procedural Posture

Shareholders Dispute (interim Application) / Application to Stay/rescind/vary Ex Parte Orders; Interlocutory Decision by Duty Judge

Legal Issues

  1. 1 Whether defendants were entitled to acquire plaintiffs' shares under clause 14.1/14.3 of the shareholders' deed
  2. 2 Whether Green Shoots was in breach by reason of close association with Mr Parsons
  3. 3 Whether the interim orders made by Gordon J should be stayed, rescinded or varied

Ratio Decidendi

Defendants' application dismissed: on available evidence Green Shoots was not shown to be in breach by virtue of association with Mr Parsons and therefore the defendants must restore the plaintiffs' shares; it was unnecessary and inappropriate to restore only Green Shoots' shares while leaving Parsons' shares with defendants; the stay imposed by van Bohemen J was discharged and defendants ordered to implement Gordon J's order restoring shares, with plaintiffs to retain shares pending agreement or further order.

Court Disposition

Defendants' application dismissed; defendants ordered to restore plaintiffs' shares and to comply with earlier orders; plaintiffs to retain shares pending agreement or further order

Orders

  • Defendants must implement paragraph 3 of Gordon J's orders of 20 February 2020 and restore the plaintiffs' shares as soon as possible and in any event by 4 pm, 13 March 2020
  • Plaintiffs to retain their shares pending agreement or further order of the Court