New Zealand Case Law: Decisions & Judgments

Topic

Shareholders' agreement

Legal area

Court

4 Jul 2023

MULHOLLAND v MULHOLLAND [2023] NZHC 1692

Citation

[2023] NZHC 1692
Court

High Court

Leave to apply for summary judgment was declined because the proposed grounds depend on disputed facts and contested legal interpretation of contractual and constitutional provisions; the deeming provision under s175 could not sensibly be applied without resolution of factual disputes and, even if liability were found, remedies and quantum would still require a full hearing producing significant duplication and prolonging proceedings.
4 Jul 2022

PBL SOLUTIONS LTD v AFT PHARMACEUTICALS LTD [2022] NZHC 1576

Citation

[2022] NZHC 1576
Court

High Court

Adjournment and bifurcation refused because the uncertainty relied on was inherent and known at the outset, delay would unfairly prejudice defendants and the court (including other litigants) and would not necessarily resolve the uncertainties; instead the timetable was extended to allow plaintiffs additional time to prepare quantum evidence.
26 Apr 2022

THOMSON v SURCH [2022] NZHC 820

Citation

[2022] NZHC 820
Court

High Court

The shareholders' agreement process transferred the beneficial interest away from Surch such that the share register no longer reflected the equitable ownership; given the completed process, absence of engagement by Surch, and the Court's discretionary power under s 91 to align legal title with equitable ownership, the register must be rectified to record Thomson and Wadsworth jointly and remove Surch.
29 Oct 2021

WILLIAMS v TELLEN SYSTEMS NZ (2013) LTD [2021] NZHC 2916

Citation

[2021] NZHC 2916
Court

High Court

Costs were to be assessed separately for each proceeding. Increased costs were not justified because lack of success on factually intensive claims alone did not prove unreasonable conduct and the dishonesty allegations did not amount to unjustified pursuit. Scale 2B costs were awarded but reduced for duplication and for time on unsuccessful matters; expert costs were halved to reflect common evidence. Result: Mr Williams awarded 2B costs of $86,721 (with a set-off to reflect Tellen's award of $41,449.50), trustees awarded $75,763, and disbursements adjusted accordingly.
2 Dec 2020

BURRI v SCHULER BROTHERS LIMITED [2020] NZHC 3177

Citation

[2020] NZHC 3177
Court

High Court

Clauses 4 and 5 of the ASP unambiguously fix 'Settlement' as 31 August 2017 so contractual interest at 4.69% runs only from 1 June 2017 until 31 August 2017; no contractual obligation to pay that rate beyond that date. Specific performance ordered with conditions enabling transfer of 216 shares upon plaintiffs' payment of $306,832 (plus agreed pre-31 Aug 2017 interest) triggered by distribution/repayment by Swiss Belle; statutory interest from arbitral award payable until payment but capped to 1 March 2021; defendant's summary judgment dismissed.
6 May 2020

LIAO v ZHENG [2020] NZHC 920

Citation

[2020] NZHC 920
Court

High Court

Summary judgment was dismissed because there are genuine, material disputes of fact and credibility central to allegations of fraud, misrepresentation and non est factum that cannot be resolved on affidavit; the plaintiff did not establish the defendant had no defence and the matters must be tested at trial.
31 May 2019

DOLD v MURPHY [2019] NZHC 1232

Citation

[2019] NZHC 1232
Court

High Court

The plaintiffs' claims failed: the Shareholders' Agreement did not impose contractual obligations preventing an individual shareholder from stipulating terms of sale or from seeking additional payment; the agreement's unanimity and no‑partnership clauses precluded finding a fiduciary duty that barred the demand; although the defendant may have owed fiduciary duties as sellers' representative, plaintiffs produced insufficient evidence that those duties were breached in obtaining the rollover allocation; and there was no economic duress because the pressure was not illegitimate and the plaintif…
19 Jul 2018

POWERHOUSE VENTURES LTD v MARTIN [2018] NZHC 1787

Citation

[2018] NZHC 1787
Court

High Court

To prevent irreversible loss of the only potentially valuable asset while substantive rights remain unresolved, the court will vary the interim injunction to permit Mr Martin to apply to renew the PATeye and DATAeye patents in his name and to fund the renewals initially, while reserving substantive resolution (including the rescission application) for further hearing; failure to properly serve the rescission application precluded full determination.
11 Jul 2018

EUROPEAN FOODS LTD v CANEGALLO [2018] NZHC 1714

Citation

[2018] NZHC 1714
Court

High Court

Defendant is entitled to the further particulars sought because allegations of inducing, soliciting and employing are central and must be speciﬁed, but the court exercised its discretion to defer ordering those particulars until plaintiff pursues its indicated applications for particular discovery and/or non-party discovery so that plaintiff can seek relevant disclosure before being required to particularise its claim.
9 May 2018

DOLD v MURPHY [2018] NZHC 994

Citation

[2018] NZHC 994
Court

High Court

Further discovery was ordered in part and limited: plaintiffs Dold and Jacobs must disclose additional documents only insofar as they bear on increased costs or losses to Cruise Whitsundays Pty Ltd or Marine Tourism Management Ltd resulting from the introduction of the reservation system software and from the employment of Peter O'Reilly, including any appraisals or criticisms of Mr Jacobs' performance on those matters. All other discovery requests against the plaintiffs were dismissed as disproportionate, unnecessary or already addressed. The application for non-party discovery against Marin…