New Zealand Case Law: Decisions & Judgments

Topic

Share sale agreement

Legal area

Court

6 Jul 2021

VIAND HOLDINGS LIMITED v LEONARD & ANOR [2021] NZHC 1675

Citation

[2021] NZHC 1675
Court

High Court

Leave was refused and the summary judgment and strike out applications dismissed because defendants failed to satisfactorily explain delay and, critically, there are disputed material facts on the first, second and fourth causes (pork legs negotiations, missing assets, records/Oppenheimer) and unresolved issues about notice under the SSA and the aggregate $100,000 threshold; those disputes make summary dismissal inappropriate.
4 Dec 2020

COFFEY v WALKER [2020] NZCA 621

Citation

[2020] NZCA 621
Court

Court of Appeal

Summary judgment was rightly refused because the affidavits and documentary record disclosed reasonably arguable factual disputes — including credible evidence that could support a finding of material misrepresentation and that the respondent's conduct could amount to a communicated cancellation — matters requiring discovery and cross-examination and therefore not suitable for disposal on summary judgment.
10 Jun 2020

NAIDU v CHANDNAANI [2020] NZHC 1286

Citation

[2020] NZHC 1286
Court

High Court

Contemporaneous documents and admissions established the contract terms and that the respondent had paid his pre-agreement share; clause 3(b) clearly limited vendor liability to expenses up to signing and excluded post-signing expenses, so there was no bona fide arguable defence or valid set-off to defeat summary judgment for the unpaid balance; accordingly summary judgment for $62,500 was properly entered and is upheld.
23 Apr 2012

CRITCHLEY V BERMINGHAM HC AK CIV-2009-404-001190

Citation

openlaw-ef4a9d15_8631_430d_bdc4_93c1ea6457aa.pdf
Court

High Court

No binding agreement was proven that transferred 15% of shares to the plaintiff on 12 January 2007; at most the parties agreed a future conditional sale of 15% contingent on the plaintiff demonstrating value to the company (by facilitating significant sales) with any sale to be documented formally; plaintiff failed to prove he met those conditions or that his services conferred meaningful lasting value to the company; moreover any quantum meruit claim against the company was extinguished when the company was liquidated; accordingly judgment entered for the first and second defendants and plai…
23 Apr 2010

GARMONSWAY V RAGLAN DEVELOPMENTS LTD HC HAM CIV 2006-419-001066

Citation

openlaw-4310cf7c_d378_42db_ace8_ba8d38206eb2.pdf
Court

High Court

Removal of the first defendant from the companies register extinguished the land sale cause of action, materially weakening the plaintiff's case; that change constituted special circumstances under r 7.52, and it was appropriate in the exercise of the court's discretion to order staged security for costs totalling $15,000 with specified payment triggers and to award costs to the second defendants on Category 2 Band B.

New Zealand Case Law

VIAND HOLDINGS LIMITED v LEONARD & ANOR [2021] NZHC 1675

COFFEY v WALKER [2020] NZCA 621

NAIDU v CHANDNAANI [2020] NZHC 1286

CRITCHLEY V BERMINGHAM HC AK CIV-2009-404-001190

GARMONSWAY V RAGLAN DEVELOPMENTS LTD HC HAM CIV 2006-419-001066