New Zealand Case Law: Decisions & Judgments

Topic

Unfair prejudice

Legal area

Court

29 Sept 2023

BI v WESTCOAST MINING LTD [2023] NZHC 2736

Citation

[2023] NZHC 2736
Court

High Court

No enforceable obligation was proved that the fourth defendant would inject $20,000,000 equity into these companies; the November 2016 arrangements were a conditional two‑stage cooperation with stage two contingent on stage one success and the involvement of the fourth defendant was as mentor and potential future funder. By late 2018 the relationship was dysfunctional and the companies required decisive action; removal of the plaintiff as director and measures to preserve the companies were not oppressive or unfairly prejudicial. The plaintiff's employment termination claim falls within the e…
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.
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.
23 Mar 2023

GJ HOLDING TRUSTEE LTD v FRITH [2023] NZHC 563

Citation

[2023] NZHC 563
Court

High Court

The defendant's sale of Sealord's properties to Finesse without consulting the beneficiary and at an undervalue constituted oppressive, unfairly discriminatory or unfairly prejudicial conduct under s174 of the Companies Act 1993; the properties' open market value in July 2020 was assessed at NZD 1,875,000 and damages to the beneficiary for his share of lost profit were fixed at NZD 24,000; the trustee claim failed because the trust instrument did not impose a duty to preserve share value beyond holding the shares and appointing a director on request.
17 Oct 2022

BELSEY v R [2022] NZCA 484

Citation

[2022] NZCA 484
Court

Court of Appeal

Although it was an error for the constable to read the complainant's notebook notes to the jury and some remarks by the constable and judge were undesirable, those errors did not create a real risk of affecting the verdict or render the trial unfair because the complainant's EVI and oral evidence substantially matched the notes, the constable's aggression evidence was explanatory, the judge gave orthodox burden and role directions, and a specific motive-to-lie direction was unnecessary; therefore the appellant's conviction stands and the appeal is dismissed.
1 Sept 2022

CAPPER v RIVERSIDE PRIDE LIMITED [2022] NZHC 2186

Citation

[2022] NZHC 2186
Court

High Court

Interim liquidators were appointed because an application to wind up the company had been filed, the Court was satisfied that application was likely to succeed given the irretrievable breakdown between the 50% shareholders and the co-director's conduct diverting company assets and benefiting himself, and the circumstances were urgent and justified appointment to prevent further diminution of assets, preserve the status quo for the dairy operation and protect creditors; proceeding without notice was justified by urgency and risk of further dissipation.
9 Feb 2022

BIRCHFIELD v BIRCHFIELD HOLDINGS LIMITED [2022] NZHC 124

Citation

[2022] NZHC 124
Court

High Court

Costs awarded to defendants on the summary judgment application because the defendants' buy-out offer, viewed in substance and including minor refinements made during the hearing, cured the plaintiffs' complaints and therefore the plaintiffs lost the proceeding; however specific costs claims were disallowed where linked to corporate defendants' written submissions, counterclaims, or duplicated work and limited allowances were made for shareholder defendants' items.
2 Sept 2021

BIRCHFIELD v BIRCHFIELD HOLDINGS LTD [2021] NZCA 428

Citation

[2021] NZCA 428
Court

Court of Appeal

An adjusted buy‑out offer (August 2020 offer modified to extend costs to June 2020), providing purchase at fair value (no minority discount) determined by an independent valuer with full access to records and express valuation adjustments for alleged issues, would cure any arguable unfair prejudice under s 174 and render the claim incapable of succeeding; leave to adduce recent audited financial statements was granted and conditional directions for dismissal and costs were made.
30 Jun 2020

BIRCHFIELD v BIRCHFIELD HOLDINGS LIMITED [2020] NZHC 1516

Citation

[2020] NZHC 1516
Court

High Court

The court held there was no realistic prospect that the intrusive management remedies sought (reinstatement, imposition of a business plan and appointment of a majority of independent directors) would be ordered where relationships between shareholders/directors had irretrievably broken down; accordingly the appropriate remedy, if unfair prejudice is established, is a buy-out and defendants who make a reasonable offer consistent with O'Neill are entitled to summary judgment subject to the defendants putting full terms of the offer and valuation process on file.
12 Jul 2019

TYRION HOLDINGS LIMITED v INFRASTRUCTURE NZ LIMITED [2019] NZCA 308

Citation

[2019] NZCA 308
Court

Court of Appeal

The Court held the assets transfer caused unfair prejudice but affirmed the High Court's acceptance of the respondents' valuation evidence (independent forensic accountant Martin) that INZ's value in July 2008 was low (NZD 88,850) and Tyrion's share value NZD 44,425; the Court agreed it would not be just and equitable to award compensation given factors including Blomfield's misconduct and Tyrion's knowledge of INZ's precarious finances; further evidence was refused; the indemnity costs order was excessive and was replaced with a 50% uplift on scale 2B for steps after 7 February 2018; appeal…