New Zealand Case Law: Decisions & Judgments

Topic

Forfeiture of shares

Legal area

Court

7 Apr 2016

THOMSON AND MARTIN v DORCHESTER APARTMENTS LTD [2016] NZHC 604

Citation

[2016] NZHC 604
Court

High Court

The Licence gives two complementary enforcement options: non‑compliance with a 30‑day written notice under clause 29(d) permits the Company to invoke the termination procedure in clause 28, and breaches of by‑laws also constitute breaches of the Licence (eg clause 25 and incorporated schedules), so the directors may use the clause 28/29(d) process rather than being limited to clause 29(f)'s three‑quarters vote requirement.
10 Oct 2007

DAVID SLIGO TAYLOR V SEAHORSE WORLD AQUARIUM HC BLE CIV 2007-406-004

Citation

openlaw-23b1f8b9_d8be_47c1_9a07_6257a158d429.pdf
Court

High Court

The Court held the defendants did not prove on the balance of probabilities that the share capital was unpaid so the July 2006 call was not legally capable of being made; alternatively, even if capital were unpaid the call was invalidly made because the Taylors were wrongly treated as ineligible to vote; accordingly the forfeiture and subsequent issue of shares were invalid; further, the NZIJ loan was a related‑party transaction entered into without required disclosure in breach of s140 and amounted to unfairly discriminatory/unfairly prejudicial conduct under s174; declaration of oppressive/…
9 Sept 2004

PPCS LIMITED V RICHMOND LIMITED And Anor CA CA253/02

Citation

openlaw-a4cb1a42_0764_4867_ae0c_6287d0a9c59f.pdf
Court

Court of Appeal

Because the Bell group upheld the substantial forfeiture order, the appeal involved novel and significant questions about the High Court's s32 powers, the litigation served the public interest in enforcing the Securities Markets Act, and PPCS's misconduct was serious and made litigation onerous, the Court exercised its discretion to award substantial appellate costs: $100,000 plus reasonable disbursements, rather than the ordinary $6,000 per day scale or the $335,000 claimed.
8 Dec 2003

PPCS LIMITED V RICHMOND LIMITED CA CA253/02

Citation

openlaw-05fc92c8_d7d2_45b6_aeb1_ac1ab0beb0c9.pdf
Court

Court of Appeal

Conditional leave refused because the proposed appeal did not raise claims to the applicants' property or civil rights under r2(a) and was not of great public or general importance under r2(b); the issue was fact specific, unlikely to recur, and better determined locally, and finality and delay weighed against granting leave.
8 Dec 2003

PPCS LIMITED V RICHMOND LIMITED CA CA25302

Citation

openlaw-6f4fee9d_f244_4008_a42b_4b33d1339443.pdf
Court

Court of Appeal

Conditional leave to appeal to the Privy Council was refused because the proposed appeal did not raise a question respecting the property or civil rights of the Bell group under r2(a) and did not involve a matter of great public or general importance under r2(b); the level of forfeiture was a fact specific matter for local judges and permitting the appeal would cause undue delay and prolong market uncertainty.

New Zealand Case Law

THOMSON AND MARTIN v DORCHESTER APARTMENTS LTD [2016] NZHC 604

DAVID SLIGO TAYLOR V SEAHORSE WORLD AQUARIUM HC BLE CIV 2007-406-004

PPCS LIMITED V RICHMOND LIMITED And Anor CA CA253/02

PPCS LIMITED V RICHMOND LIMITED CA CA253/02

PPCS LIMITED V RICHMOND LIMITED CA CA25302