24 Jun 2016
The interim orders of 5 May 2016 were maintained because the applicant demonstrated serious questions to be tried under ss 293 and 299, and the balance of convenience and overall justice favored preserving the company's assets and preventing potential dissipation by receivers appointed under securities that may be set aside.
3 Oct 2014
On the facts the receiver (Grenfell) did not occupy the locus of effective decision-making for the vendor companies and did not give directions or instructions to the sole director (De Bernardo); decision-making and corporate governance remained with the vendor director, advisors and management, so Grenfell was not a shadow or deemed director and owed no directors' duties to the companies at the relevant time; accordingly the plaintiff's claim based on s136/s301 failed and was dismissed.
15 Aug 2014
Summary judgment refused. Although liquidators proved on the evidence that the director lacked reasonable grounds to believe Brooklyn could meet its GST liabilities when incurring the obligations, there remained substantive factual questions (extent and timing of cost overruns, the quantum of the GST shortfall, and an arguable case that Spinnaker acted as a shadow director). Those questions affect causation and culpability and make assessment of compensation inappropriate at summary judgment stage.
4 Dec 2012
Defendant was not a shadow or de facto director of the boat-building subsidiaries; his involvement was as funder/non-executive director of SML and as principal of the sales agent. Transfers of customer funds were part of a centralised treasury and, on balance, creditors' positions improved during defendant's directorship due to substantial funding he advanced. Defendant acted in good faith and on reasonable grounds and did not breach ss 131, 135, 136 or 137. The statement to the purchaser did not constitute a representation that the company would complete the yacht and therefore did not breac…
2 Dec 2008
The Court held Mr Simpson was not a shadow director and the Companies Act duties alleged could not be imposed on him via s301 in these proceedings; the defendants did not incur liability at the time of appointment of Upland Nominees as trustee, but Mrs Lamb breached her s131 duty by failing to ensure the trustee obtained or sought market value for the sale, and as a result she was ordered to contribute NZD 53,000 as compensation to the company; claims against Simpson dismissed and s301 was held an inappropriate vehicle to pursue alleged solicitor duties on the facts.