New Zealand Case Law: Decisions & Judgments

Topic

Section 135 companies act 1993

Legal area

Court

26 Feb 2019

MAINZEAL PROPERTY AND CONSTRUCTION LTD (IN LIQ) v YAN AND OTHERS [2019] NZHC 255 [26 February 2019]

Citation

[2019] NZHC 255
Court

High Court

The Court held the directors breached s135: Mainzeal was trading while balance‑sheet insolvent because intercompany receivables were not genuinely recoverable; directors unreasonably relied on conditional, non‑binding and legally ineffective assurances of group support (complicated by Chinese foreign exchange controls); Mainzeal's trading was vulnerable to one‑off losses. Under s301 the Court ordered a just contribution of NZD 36,000,000 (one‑third of liquidation deficiency) with Apportionment: Yan severally liable for NZD 36,000,000; Shipley, Tilby and Gomm each jointly liable with Yan for N…
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.
20 Jul 2009

CONWAY LEWIS AND ANOR V KAREN BETTY MASON AND JEFFREY PHILIP MELTZER AS LIQUIDATORS OF GLOBAL PRINT STRATEGIES LIMITED (IN LIQUIDATION) CA CA676/2008

Citation

openlaw-f5e6b087_8a34_49a6_8d4c_78ae2d204fa6.pdf
Court

Court of Appeal

The Court of Appeal held that its earlier judgment operated as a condition of remittal capping the Lewises' joint and several liability at NZD 560000; applying the standard approach to quantify s301 compensation (assessing creditor pool, causation, culpability and trading duration) the Court upheld the High Court's methodology in substance but limited the award to the cap and ordered contribution of NZD 560000 to the company's assets.

New Zealand Case Law

MAINZEAL PROPERTY AND CONSTRUCTION LTD (IN LIQ) v YAN AND OTHERS [2019] NZHC 255 [26 February 2019]

MORGENSTERN v JEFFREYS CA122/2014 [2014] NZCA 449

CONWAY LEWIS AND ANOR V KAREN BETTY MASON AND JEFFREY PHILIP MELTZER AS LIQUIDATORS OF GLOBAL PRINT STRATEGIES LIMITED (IN LIQUIDATION) CA CA676/2008