New Zealand Case Law: Decisions & Judgments | LexChat

Topic

Accounting and disgorgement

Legal area

Court

21 Dec 2016

MIKE PERO MORTGAGES LIMITED v MIKE PERO [2016] NZHC 3185

Citation

[2016] NZHC 3185
Court

High Court

The seven resolutions were invalid because they were passed by an inquorate board and in breach of the MPRE constitutions and the shareholders' agreement; s161 could not validate those payments because the constitution precluded board authorisation without shareholder approval; the conduct was oppressive/unfairly prejudicial to MP Mortgages under s174 and the defendants must disgorge amounts received in excess of $200,000 per annum, with disclosure, accounting and related orders.
18 Sept 2006

FRANICH V HARRISON HC AK CIV-2003-404-4131

Citation

openlaw-fa38d57e_8b73_4cb5_866b_dc6fafa08e3e.pdf
Court

High Court

The 7 June 2002 agreement created a partnership between Franich and Harrison; Harrison breached his fiduciary duties by retaining the $65,000 capital contribution and failing to reimburse $10,000 of syndication proceeds and must account and disgorge those amounts; the Magic Ring Syndicate agreement did not create a partnership but Harrison acted as agent and owed fiduciary duties as manager, improperly taking $50,000 which he must disgorge though he may have an unresolved quantum meruit claim; the 6 August 2003 committee resolutions were invalid for lack of proper constitution and could not l…