New Zealand Case Law: Decisions & Judgments

Topic

Section 131 companies act 1993

Legal area

Court

8 Jul 2021

DHC ASSETS LTD v ARNERICH [2021] NZHC 1703

Citation

[2021] NZHC 1703
Court

High Court

Leave to appeal was granted because the applicant identified arguable errors of law on limitation and on abuse of process that are significant to the parties and potentially dispositive; the plaintiff was granted cross-leave because its late-knowledge contention raises a serious issue of law and was within time, and resolving it is necessary to avoid striking out claims on technical limitation grounds.
11 Sept 2014

MORGENSTERN v JEFFREYS CA122/2014 [2014] NZCA 449

Citation

(2014) 11 NZCLC 98
Court

Court of Appeal

The director, who was conflicted, authorised a related-party purchase without a contemporaneous independent share valuation and failed to adduce direct evidence of professional advice relied upon; he therefore breached ss 131, 135 and 137 and could not prove the shares were purchased for fair value; restitutionary relief under s 301(1)(b) to disgorge the benefit of the breach was appropriate and the director was ordered to pay $3,499,999.
12 Nov 2007

T A ROBB AND M C ROBB V C L SOJOURNER AND ANOR CA CA148/06

Citation

openlaw-ab0d3bda_8f19_4426_9870_5be517bf82b8.pdf
Court

Court of Appeal

The Court of Appeal upheld the High Court finding that Mr and Mrs Robb breached s131 by effecting a transfer of Aeromarine 1's assets to a phoenix company at an undervalue (no genuine allowance for goodwill) and rejecting an effective s138 defence; under s301 equitable restitutionary principles applied so directors must account for gains and make available sums sufficient to satisfy the creditors' proofs; the appeal was dismissed except that High Court costs classification was adjusted to 2C and CA costs fixed at NZD 6000.

New Zealand Case Law

DHC ASSETS LTD v ARNERICH [2021] NZHC 1703

MORGENSTERN v JEFFREYS CA122/2014 [2014] NZCA 449

T A ROBB AND M C ROBB V C L SOJOURNER AND ANOR CA CA148/06