New Zealand Case Law: Decisions & Judgments

Topic

Fiduciary duties of directors

Legal area

Court

21 Aug 2020

COUPE v REMMINGTON [2020] NZHC 2122

Citation

[2020] NZHC 2122
Court

High Court

Leave was refused because Liberte did not intend to pursue the claim, the proposed causes of action lacked a sufficient and coherent foundation to demonstrate a real prospect of success against the director, the claimed losses were speculative given financing shortfalls and the mortgagee sale price, and the likely costs of litigation were disproportionate to any realistic recovery; a prudent business person would not pursue the derivative claim.
28 Jul 2017

ZHANG v ZHZ CORPORATE TRUSTEE LIMITED & CAO [2017] NZHC 1769

Citation

[2017] NZHC 1769
Court

High Court

The High Court upheld the District Court's findings on credibility and liability: Mr Zhang is liable for admitted small loans of NZ$23,000; ZHZ and Mr Zhang failed to establish any legally effective set-off arising from a purported discounted sale of Virginia Street; the October 2011 acknowledgement diverted the $100,000 obligation to Qi Zhang personally and not to ZHZ, and no contractual penalty interest was claimable; the factual finding that Mr Cao suffered loss in relation to Pleasant Way was made but recovery is reserved pending further inquiry into the commercial purpose and provenance…
22 Feb 2017

EDEL METALS GROUP LIMITED v GEIER LIMITED [2017] NZHC 225

Citation

[2017] NZHC 225
Court

High Court

Given the prior judicial findings and severe criticism of the steps used to create and call the share capital, and because the director (Mr Sorenson) pursued the call and proceedings despite that knowledge and without shareholder approval, his conduct was improper and an abuse of the corporate form for the purposes of r 14.6(4)(a); consequently EMG's claim is struck out for failure to meet security for costs and EMG and Mr Sorenson are ordered to pay the defendants' actual costs and disbursements (indemnity measure) with interest and quantum to be addressed further.
25 Mar 2015

GILLES BAKERY LTD v GILLESPIE CA506/2013 [2015] NZCA 93

Citation

[2015] NZCA 93
Court

Court of Appeal

Appeal dismissed because the documentary and evidential record (directors' resolutions, directors' certificates and solicitors' certification and consents) established Gilles' directors made an informed independent decision and certified it, there was no tenable case Yarrows was a de facto director or owed fiduciary duties to preference shareholders, and there was no evidence of dishonest assistance by Messrs Finnigan or Pettigrew or of Westpac such as would render them accessories; Westpac was entitled to rely on the certificates and owed no duty to ensure independent advice to a commercial…
5 Jun 2014

MACLAB (NZ) LTD v P J WILSON [2014] NZHC 1242

Citation

[2014] NZHC 1242
Court

High Court

Where the duties alleged arise from the defendant's separate capacity as a director (fiduciary and statutory directors' duties) rather than from the employment contract, the High Court retains jurisdiction and the ERA does not have exclusive jurisdiction over those causes of action.
4 Apr 2012

STILWELL V ICE GROUP (NZ) LIMITED COA CA798/2010

Citation

COA CA798/2010
Court

Court of Appeal

The Court of Appeal held Thomson's conduct after 2005 was unfairly prejudicial to the appellants because he allowed a de facto exclusion of the appellants by failing to complete share sale formalities, failed to keep shareholders informed and maintain corporate formalities, and thus the appropriate, just and equitable relief was to order Thomson to acquire the appellants' shares at fair market value as at 31 March 2005 with interest from 1 May 2005; appellants are not entitled to share post-2005 Defence profits.
25 Jul 2008

HUNTER GRAIN LIMITED V RW PRICE AND ANOR HC TAU CIV 2008-470-192

Citation

openlaw-e2aace80_7994_41ec_8fb0_0f5bbbe1405e.pdf
Court

High Court

The Court found a serious question to be tried that Price negotiated the Toepfer opportunity while still a director and retained confidential Hunter Grain information; accordingly it refused to discharge the Anton Piller orders, granted a limited interim injunction restraining dealings with Toepfer until 1 December 2008, ordered specified discovery and inspection protocols and an affidavit from the first defendant within five working days, but dismissed the contempt application for lack of proof beyond reasonable doubt and adjourned privilege issues for case management.
5 Apr 2007

SNORKEL ELEVATING WORK PLATFORMS LTD V THOMPSON AND ORS HC PMN CIV 2005-454-847

Citation

openlaw-ac36c265_c6cc_4ac5_9257_1335abaf82fb.pdf
Court

High Court

Although litigation was reasonably apprehended, the dominant purpose of the disputed emails was to obtain factual material for an imminent meeting to answer employment-related allegations; therefore the dominant purpose test was not met and the emails were not subject to litigation privilege; the Associate Judge's orders returning and deleting the documents were set aside.