New Zealand Case Law: Decisions & Judgments

Topic

Appointment of directors

Legal area

Court

23 Jul 2021

STAKE PROPERTY LIMITED v STAKE PROPERTY RENTALS LIMITED [2021] NZHC 1879

Citation

[2021] NZHC 1879
Court

High Court

Given SP Rentals had no directors, it was not practicable to appoint a director by shareholder processes because there was no board to convene a meeting and the deceased's share could not be exercised due to probate uncertainty; there was an urgent commercial need to effect settlement on 2 August 2021; Stake Property as 99% shareholder nominated Ms Edwards who consented and was best placed to act; accordingly the Court, under s154, exercised its discretion to appoint Ms Edwards as director in the interests of the company.
18 Apr 2018

WALLACE v ASSURED SYSTEMS NEW ZEALAND LIMITED [2018] NZHC 713

Citation

[2018] NZHC 713
Court

High Court

Leave to proceed by originating application was granted, service was dispensed with, and the share register was rectified because s93 gives the personal representative the right to registration but practical obstacles (no living director or voting shareholder) prevented registration; the s91 remedy is procedural, does not create new rights, and is appropriate to effect transmission already occurring by operation of law.
16 Feb 2012

MORE TO THIS LIFE LIMITED V ARCADIA HOMES LIMITED HC DUN CIV-2008-412-001011

Citation

openlaw-492732be_0066_429d_8602_52e0e247cdf5.pdf
Court

High Court

The signed REINZ/ADLS agreement created a binding contract; clause 15 was a condition subsequent under the form's operative provisions and, in any event, was inoperative because Arcadia had only one director who had already signed and thereby approved; alternatively Arcadia and its directors breached their obligations to procure meaningful consideration and steps to enable approval; Arcadia repudiated and is liable for damages on resale.
25 Jul 2006

TAYLOR V DISABLED CITIZENS SOCIETY INCORPORATED HC AK CIV. 2006-404-2970

Citation

openlaw-f1178c91_ab03_425d_b64a_dc3dc5f3efdc.pdf
Court

High Court

Given justifiable concerns about the convening of the 2005 AGM, deficiencies in the manager's performance (failure to maintain membership lists and to provide notices and financial information), and the need to protect the society's operations and membership, the Court exercised its statutory and inherent jurisdiction to make interim orders authorising the plaintiffs to act as the board and to implement remedial steps (advertise for members, admit members without fee, call an AGM by 1 December 2006, deem admitted persons financial for that meeting, permit payment of reasonable legal costs fro…

New Zealand Case Law

STAKE PROPERTY LIMITED v STAKE PROPERTY RENTALS LIMITED [2021] NZHC 1879

WALLACE v ASSURED SYSTEMS NEW ZEALAND LIMITED [2018] NZHC 713

MORE TO THIS LIFE LIMITED V ARCADIA HOMES LIMITED HC DUN CIV-2008-412-001011

TAYLOR V DISABLED CITIZENS SOCIETY INCORPORATED HC AK CIV. 2006-404-2970