New Zealand Case Law: Decisions & Judgments

Topic

Court supervision of liquidation

Legal area

Court

30 Jul 2020

Minister of Education v Nayacakalou [2020] NZHC 1874

Citation

[2020] NZHC 1874
Court

High Court

The appointment was invalid because the special resolution did not have the requisite shareholder votes: votes cast in the name of the deceased shareholder could not be counted because the deceased's shares had not been registered in the transferee's name and s 96 restricts the meaning of shareholder to those entered on the share register; however, reg 36 and s 283 permit the Court to treat the company as in liquidation for acts done in good faith and to appoint replacement liquidators, so the Court declared the appointment invalid but treated the company as having been in liquidation since 1…
28 Apr 2015

ALADDIN'S MOTOR INN LIMITED (IN LIQUIDATION) v BOWCORP HOLDINGS LIMITED [2015] NZHC 843

Citation

[2015] NZHC 843
Court

High Court

The Court dismissed the objections to removal and the application to reverse the liquidator because the Official Assignee's decision not to pursue claims against Bowcorp was reasonable and bona fide given prior litigation establishing Bowcorp's entitlement, unquantified additional claims, security for costs and lack of company assets to fund litigation; the Court ordered disclosure of the creditors list under s256.
21 Mar 2014

YAN V MAINZEAL PROPERTY AND CONSTRUCTION LTD (IN REC AND IN LIQ) CA105/2014 [2014] NZCA 86

Citation

(2014) 22 PRNZ 296
Court

Court of Appeal

Assuming jurisdiction to grant interim relief under r 12(3)(b), the Court refused the interim order because the balance of convenience did not favour it: the appeal would not be rendered nugatory, tailored remedies under the Companies Act (including s 284 and replacement of liquidators) were available, and public interest in allowing liquidators to investigate and protect creditors outweighed the appellant's concerns.
17 Dec 2013

THE REGISTRAR OF COMPANIES v BODY CORPORATE 307730 CA [2013] NZCA 659 [16 December 2013]

Citation

[2013] NZCA 659
Court

Court of Appeal

The Court held s 284(1)(b) can be used to reverse a liquidator's final report even where the liquidator has not acted wrongfully or unreasonably; reversal of the final report is a permissible and necessary step to restore a company to the Register still in liquidation, and prior authorities requiring fault relate to review of discretionary judgments rather than mechanical/statutory acts such as filing a final report.
18 Nov 2013

BRUCE WEST v DAMIEN GRANT and STEVEN KHOV [2013] NZHC 3043

Citation

[2013] NZHC 3043
Court

High Court

Leave was granted because the applicant is arguably a creditor, but replacement of liquidators or broad supervisory directions were refused because the material did not show the liquidators acted unreasonably, their investigations (including s 261 inquiries and an interview) were ongoing and credible, the applicant's funding offer lacked substance and particulars, and independence/perception issues were insufficient to disqualify the liquidators; limited supervisory relief was ordered requiring the liquidators to decide on the proof of debt and to report to the Court on specific matters.
17 Dec 2009

FLYNN V MCCALLUM HC TAU CIV 2005-470-611

Citation

openlaw-ab8119e5_581b_4439_985a_25b5ae184c13.pdf
Court

High Court

The Court will fix or review liquidator remuneration under ss 276 and 284 by assessing whether retention is reasonable in the circumstances, applying Medforce principles with pragmatic refinements: permit prospective approval at appointment where Court has confidence in appointee; adopt a proportionate disclosure regime and tiered inquiry thresholds (Tier1 up to $7,500; Tier2 $7,500–$25,000; Tier3 over $25,000); the Court may appoint assessors/experts in complex cases and may dispense with counsel's certificate on without‑notice applications where justice requires; the same principles apply t…
9 Nov 2007

HICKSON V FRESH PREPARED LTD HC AK CIV 2006-404-6560

Citation

openlaw-eefb4069_50f3_407b_802c_0956a3c08c4c.pdf
Court

High Court

The Court held that Ms Pryor did not have sufficient standing to be heard or to oppose the plaintiff's interlocutory application for directions because she had not shown that the orders sought would directly or indirectly affect her interests; accordingly her Notice of Opposition was struck out. The Court granted the plaintiff leave to continue the proceedings and to apply for directions under s 284 because there was an arguable case and credible factual material raising serious questions about the validity of the liquidator's appointment (including concerns the liquidator may not exist and u…
23 Dec 2005

THE AVENUE BUILDERS LIMITED (IN LIQUIDATION) V 11 THE AVENUE LIMITED HC AK CIV-2005-404-1096

Citation

openlaw-e03cad0c_a3b8_4e4f_bbe0_7ad442ff638e.pdf
Court

High Court

s284(1)(g) is intended to allow the Court to enquire into non‑curial appointments (eg shareholder resolutions) and is not a mechanism to review or revise a prior judicial appointment of a liquidator; where shareholders seek to change a court-appointed liquidator they must pursue termination of the liquidation under s250 or other proper appellate/remedial procedure, and the Court will not exercise discretion to substitute a liquidator absent compelling necessity (none shown here).