New Zealand Case Law: Decisions & Judgments

Topic

Oppression (s174)

Legal area

Court

1 Sept 2023

DRYLANDCARBON GP ONE LIMITED v LECKIE [2023] NZHC 2439

Citation

[2023] NZHC 2439
Court

High Court

The Court dismissed the defendants' application for a stay pending the appeal; authorised the Beverleys (as those granted leave) to control the conduct of the derivative proceedings including ensuring plaintiffs meet discovery obligations, ordered a third‑party law firm (Wilson Harle) be engaged to facilitate discovery for both the derivative and related oppression proceedings, directed the directors need not individually list documents discovered by the plaintiffs but must list other personal/control documents, ordered plaintiffs to make an interim payment of $50,000 plus GST towards outstan…
5 Apr 2017

WILDING & ANOR v TE MANIA LIVESTOCK LTD & ORS [2017] NZHC 649

Citation

[2017] NZHC 649
Court

High Court

Section 174 is engaged because the affairs of TML were at risk of conclusion in an oppressive or unfairly prejudicial manner; accordingly the court granted the first plaintiff the right to purchase the defendants' shareholdings at a court‑determined fair value (first‑phase calculations per schedule) with residual valuation issues (notably semen and costs) reserved for a second phase; liquidation was not ordered at this stage.
16 Aug 2016

Stacey v Watson [2016] NZHC 1891

Citation

[2016] NZHC 1891
Court

High Court

No fiduciary duty arose between the directors/shareholders on the facts; the sale process was a commercial decision and plaintiffs failed to prove oppressive, unfairly discriminatory or unfairly prejudicial conduct under s174; employment remuneration and buy-back did not objectively prejudice the shareholders and claims for compensation fail.
17 May 2012

ROLLESTON V CHRISTCHURCH RESIDENTIAL CARE LIMITED HC CHCH CIV-2011-409-001301

Citation

openlaw-208d3413_ceee_4381_9668_8a7b08ae9d91.pdf
Court

High Court

Rather than order an immediate transfer of shares, the Court ordered a practicable interim mechanism (a general power of attorney with notice and objection procedures), required production of missing annual accounts and meaningful financial information, adjourned the substantive application to determine remuneration because there was insufficient evidence of the company's financial position, reserved costs, dismissed the counterclaim to remove the director and adjourned the vesting counterclaim to the adjourned date.
23 Feb 2006

ORD AND FENTON V CALAN HEALTHCARE PROPERTIES LIMITED AND ANOR HC AK CIV 2004-404-1786

Citation

openlaw-d523311d_d622_4b89_a75f_a26410ea4a96.pdf
Court

High Court

Leave declined because the applicants' primary contractual entitlement case had low prospects of success, corporate opportunity claims were undermined by evidence of knowledge/consent and the involvement and investigation by experienced independent directors, the likely recoverable quantum did not justify the substantial costs, and it was not in the company's interests nor a course a prudent business person would pursue.

New Zealand Case Law

DRYLANDCARBON GP ONE LIMITED v LECKIE [2023] NZHC 2439

WILDING & ANOR v TE MANIA LIVESTOCK LTD & ORS [2017] NZHC 649

Stacey v Watson [2016] NZHC 1891

ROLLESTON V CHRISTCHURCH RESIDENTIAL CARE LIMITED HC CHCH CIV-2011-409-001301

ORD AND FENTON V CALAN HEALTHCARE PROPERTIES LIMITED AND ANOR HC AK CIV 2004-404-1786