New Zealand Case Law: Decisions & Judgments

Topic

Restoration of company

Legal area

Court

28 Apr 2022

LINDSAY v THE REGISTRAR OF COMPANIES [2022] NZHC 859

Citation

[2022] NZHC 859
Court

High Court

An institutional constructive trust arose in favour of the purchaser (Betty Margaret Corlett) by 13 December 1980; property was held by O F Lindsay & Associates Ltd as constructive trustee and therefore could not be vested under s 324(4)(a). The appropriate remedial route is to apply the Trusts Act 2019: remove the defunct corporate trustee under s 112 and appoint Public Trust as replacement trustee under s 114, and the originating application may be amended under r 1.9 to seek that relief. Orders were made accordingly, with a short reservation period before sealing to allow Public Trust to b…
5 Oct 2018

STBS CONSULTANTS LTD v DULCINA CAPITAL LLC [2018] NZHC 2074

Citation

[2018] NZHC 2074
Court

High Court

STBS was found to be the beneficial owner of the Opportunity shares, the transfer to Dulcina was unexplained and Dulcina could not be contacted; under Trustee Act 1956 s59(1)(g) it was expedient to make a vesting order to protect the beneficiary's interests; accordingly the Court vested in STBS the right to transfer the shares.
11 Jul 2017

RUDGE & ANOR v SHED 21 INVESTMENTS LIMITED (IN LIQ) [2017] NZHC 1595

Citation

[2017] NZHC 1595
Court

High Court

Because the caveator failed to prosecute the underlying proceedings for an extended period (about 12 years) in breach of the earlier condition requiring due diligence, and the liquidators consented to the proceedings against the company in liquidation, the court ordered that the caveat be lapsed and removed from the title.
6 Dec 2012

CRISFORD V BNZ HC AK CIV-2012-404-005986

Citation

openlaw-9a0992cf_ab82_4fe2_8fd3_9f62a340ea53.pdf
Court

High Court

The 2010 restructured advances were valid and secured by the existing registered mortgage; Company A's restoration operated to deem continuity under Companies Act s330(2) so the restructured facilities bind the trust and Company A; however the first set of Property Law Act notices served on 4 August 2011 by agreement did not comply with s353 and were therefore invalid, leaving the Bank unable to rely on those notices but free to rely on subsequently issued notices; there was no seriously arguable breach by the Bank in accepting the $1.65 million unconditional sale and damages would be an adeq…
28 Oct 2009

SOUTH CANTERBURY FINANCE LIMITED V THE REGISTRAR OF COMPANIES HC PMN CIV 2009-454-497

Citation

openlaw-745998c6_6c3a_47fa_8b30_2a5d8100c8f0.pdf
Court

High Court

Section 323(1) is contingent on a valid notice of objection having been given under s 321; because the applicant did not file a timely s 321 notice the Court has no jurisdiction under s 323 to restrain removal and the originating application must be rejected.
15 Jul 2009

Q MIAO V UNIFIN INTERNATIONAL FINANCE GROUP LIMITED (STRUCK OFF) HC AK CIV 2009-404-003926

Citation

openlaw-5adf76d5_d4e1_4b8d_8f97_2b243c62c760.pdf
Court

High Court

Because the respondent company had been struck off and ceased to exist and no proof of service could be given on the caveator as required by s 143(2), the Court had no jurisdiction to proceed against the non‑existent company and the originating application was struck out; the residual discretion to remove the caveat was not exercised because the Court could not be satisfied that creditors or the reinstated company would not be prejudiced.
7 Mar 2008

PLASTERTECH LIMITED V CHEUNG HC WN CIV 2008-485-116

Citation

openlaw-806c5ebd_6225_4a0a_98f1_0f9677b3907e.pdf
Court

High Court

Because the applicant discontinued the proceeding, the respondent did not agree to waive costs, and the applicant filed no submissions opposing costs, the Court applied r 476C and awarded costs on a Category 2B basis totalling $2,950, with disbursements to be paid as approved by the Registrar and payment deferred until the applicant company is restored to the register.
28 Jun 2004

K J CUMMINGS LIMITED V THE COMMISSIONER OF INLAND REVENUE CA CA178/03

Citation

openlaw-9e9ab2c0_ba0c_4e37_bcea_6b1ab381040b.pdf
Court

Court of Appeal

The appeal was dismissed because the company had been removed from the Register and thus lacked capacity to pursue the stay, and on the merits there was no basis to grant a stay since the tax assessments had been adjudicated in favour of the Commissioner and the non‑trading company had no reputational interest warranting a stay.