New Zealand Case Law: Decisions & Judgments

Topic

Shareholder oppression

Legal area

Court

14 Sept 2023

OSMOND NEW ZEALAND LTD v UNIVERSAL PHARMACEUTICALS LTD [2023] NZHC 2559

Citation

[2023] NZHC 2559
Court

High Court

K3 Legal was not acting for Universal on any active retainer when it accepted instructions from Osmond; the prior engagements were discrete and concluded, there is insufficient evidence that K3 Legal holds confidential information relevant to the present proceedings or that there is a real risk of disclosure, and therefore discretion to disqualify should not be exercised; the application to debar K3 Legal is dismissed.
11 Aug 2023

MARTIN v MARTIN [2023] NZHC 2162

Citation

[2023] NZHC 2162
Court

High Court

The High Court has jurisdiction to hear the plaintiff's s174 Companies Act claim because the relief sought is against the companies' businesses (assets of separate legal entities) and is not an application under the Property (Relationships) Act; the Family Court's exclusive jurisdiction is limited to applications under the PRA and does not extend to s174 shareholder oppression claims concerning company assets.
21 Dec 2022

MINES v LINDSAY [2022] NZHC 3613

Citation

[2022] NZHC 3613
Court

High Court

The plaintiffs established a serious question to be tried that the first and second defendants, as directors, acted in breach of their duties by pursuing self‑interested transactions and dissipating company assets; the balance of convenience favoured preserving company assets and preventing repetition of the conduct pending an on‑notice hearing, so prohibitory interim injunctions were granted on a Pickwick basis with directions for further on‑notice proceedings.
3 Nov 2022

SCARBOROUGH v FOREST GROVE FARMS LTD [2022] NZHC 2877

Citation

[2022] NZHC 2877
Court

High Court

Defendants were the substantive winners because the plaintiff's proposed discovery categories were in significant respects overly broad and disproportionate to the pleaded issues, the defendants' proposed categories were reasonable and largely adopted by consent; costs awarded to defendants on a 2B basis with specified 2A adjustments and a 20% uplift, yielding $5,736.
3 Dec 2021

BIAN v ELIM PROPERTIES LTD [2021] NZHC 3302

Citation

[2021] NZHC 3302
Court

High Court

There is a serious question to be tried on the applicant's s 174 claim, but the balance of convenience strongly favours the respondents because an interim injunction would likely cause significant prejudice to the company by preventing urgent capital-raising and the court can provide effective remedial relief at trial (including buy-out or compensation), so damages are an adequate and practicable remedy; accordingly the interim injunction is refused.
12 May 2021

PARSONS v O’CONNOR [2021] NZHC 1047

Citation

[2021] NZHC 1047
Court

High Court

An employee/director is required to discover only those documents over which he has 'control' defined as an enforceable right to access and copy; documents held by an employer and subject to the employer's objection are not in the employee's control and need not be discovered by the employee. Employment-related documents containing the individual's personal information are discoverable because the individual has an enforceable access right under the Privacy Act 2020.
28 Aug 2020

BEARDSMORE v PRIME BOOKKEEPING LTD & DAVIES [2020] NZHC 2231

Citation

[2020] NZHC 2231
Court

High Court

The plaintiff acted improperly and very unreasonably by commencing proceedings effectively alleging forgery/fraud despite available documents and evidence undermining his claim; accordingly defendants are entitled to indemnity costs of $38,957.15 to 3 June 2020 plus actual and reasonable costs from 3 June 2020 to discontinuance, and costs of the costs application on a 2B basis.
27 Jul 2018

INNES-JONES v INNES-JONES & ORS [2018] NZHC 1889

Citation

[2018] NZHC 1889
Court

High Court

Plaintiff failed to prove the companies' affairs were conducted in an oppressive or unfairly prejudicial way under s 174; the evidence showed historical and reasonable expectations that remuneration reflected participation and that the businesses continue to operate; absent evidence of bad faith, fraud, illegality or conflict of interest, the court will not grant s 174 relief; application dismissed.
8 Jun 2018

G J LAWRENCE DENTAL LIMITED v ALUSI LIMITED [2018] NZHC 1342

Citation

[2018] NZHC 1342
Court

High Court

The arbitration clause in the deed of association covers the substantive disputes pleaded in proceedings 117 and 118; accordingly, and subject to whether Alusi submitted to jurisdiction (which it did not), the Court must stay the proceedings under article 8(1) of Schedule 1 of the Arbitration Act 1996 and stay 118 under r15.1(3) because the liquidation application is linked to the same arbitration‑covered disputes and should await the arbitration outcome.
9 Nov 2016

STARTUP AND STARTUP v THE VILLAGE PRESS LIMITED AND ORS [2016] NZHC 2690

Citation

[2016] NZHC 2690
Court

High Court

The Court found there was a serious question to be tried under s 174 and that the balance of convenience favoured interim relief because damages would be inadequate and the orders would preserve the status quo; accordingly an interim injunction restraining specified resolutions and further share issuances was granted pending determination of the substantive s 174 application.