New Zealand Case Law: Decisions & Judgments

Topic

Corporate governance

Legal area

Court

31 Mar 2021

YAN v MAINZEAL PROPERTY AND CONSTRUCTION LIMITED (IN LIQUIDATION) [2021] NZCA 99 [31 March 2021]

Citation

[2021] 3 NZLR 598
Court

Court of Appeal

The directors breached s135 by no later than 31 January 2011 by allowing Mainzeal to trade in a manner creating a substantial risk of serious loss to creditors, but on the facts that breach did not cause a net deterioration in the company's financial position so no compensation was recoverable for the s135 breach; the directors also breached s136 in respect of four major construction contracts entered after 31 January 2011 and all obligations incurred from 5 July 2012 onward, and compensation for breaches of s136 is to be assessed by reference to the new debt approach (net unsatisfied obligat…
10 Oct 2017

MIKE PERO MORTGAGES LIM ITED v MIKE PERO & ORS [2017] NZHC 2486

Citation

[2017] NZHC 2486
Court

High Court

The disclosure order is limited to documents necessary to quantify overpayments of remuneration made pursuant to the invalidated resolutions; defendants must disclose bank statement entries and related-entity statements only to the extent they evidence executive remuneration payments in excess of $200,000 per annum paid for services to the MPRE companies, and the defendants are required to pay interest on the agreed GST-inclusive principal amount of $2,179,370.34.
4 Aug 2017

DURIE v PAUL [2017] NZHC 1845

Citation

[2017] NZHC 1845
Court

High Court

Despite the absence of formal opposition, the Court was satisfied Mr Paul's continued conduct and representations constituted a live contest as to legal rights and risked ongoing harm to the NZMC's statutory functions; accordingly it was a proper exercise of the Court's discretion to grant a declaratory judgment that Sir Edward was lawfully appointed sole chair and Mr Paul is no longer co-chair.
8 May 2013

JIGSAW PRESCHOOLS LIMITED V NEW ZEALAND CHILDCARE CENTRES LIMITED HC CHCH CIV 2013-409-000852

Citation

openlaw-49558b2f_cf21_4abb_8a58_92ad08429441.pdf
Court

High Court

A serious issue to be tried was established that the sale proceeds are arguable subject to a constructive trust in favour of Jigsaw, and on balance of convenience the court preserved the status quo by extending a freezing order for 21 days to allow inspection of the companies' finances and for the defendant to seek uplift on evidence of imminent risk.
18 Dec 2007

SHELL (PETROLEUM MINING) CO LTD AND ORS V TODD PETROLEUM MINING CO LTD AND ORS CA CA144/06

Citation

openlaw-a24253df_03c4_484d_bee3_e1abc8a0acfa.pdf
Court

Court of Appeal

The Court held Shell breached clause 9.1 of the Heads of Agreement by procuring the proposed resolutions and that the HoA core terms and the STOS employment contract precluded Shell compelling STOS to resign as operator; STOS's resignation would be a breach/repudiation of its employment contract and Todd, as party to that contract, was entitled to injunctive relief restraining Shell-appointed directors and STOS from resolving to remove STOS as operator; the appeal was dismissed and the cross-appeal partly allowed (injunction against STOS affirmed and one declaration set aside).

New Zealand Case Law

YAN v MAINZEAL PROPERTY AND CONSTRUCTION LIMITED (IN LIQUIDATION) [2021] NZCA 99 [31 March 2021]

MIKE PERO MORTGAGES LIM ITED v MIKE PERO & ORS [2017] NZHC 2486

DURIE v PAUL [2017] NZHC 1845

JIGSAW PRESCHOOLS LIMITED V NEW ZEALAND CHILDCARE CENTRES LIMITED HC CHCH CIV 2013-409-000852

SHELL (PETROLEUM MINING) CO LTD AND ORS V TODD PETROLEUM MINING CO LTD AND ORS CA CA144/06