New Zealand Case Law: Decisions & Judgments

Topic

Major transaction

Legal area

Court

15 May 2023

WALTERS v TMC TRANSPORT 2018 LIMITED [2023] NZHC 1156

Citation

[2023] NZHC 1156
Court

High Court

The Court found the removal of the plaintiff as director was effected in breach of statutory requirements and was unfairly prejudicial; the sale of the Volvo truck (after accounting for earlier sale) constituted a major transaction under s 129 without shareholder special resolution; the sale proceeds paid to the two shareholders were treated in the company accounts as repayments and are not shown to be held intact on trust for the company, creating unfair prejudice. As it was just and equitable, the company was ordered into liquidation and the defendants ordered to restore $177,000 to the com…
27 May 2019

HARVEY & ORS as Trustees of FIRST CREDIT UNION v NEW ZEALAND ASSOCIATION OF CREDIT UNIONS [2019] NZHC 1174

Citation

[2019] NZHC 1174
Court

High Court

The Court held there was no serious question to be tried that would justify an interlocutory injunction under ss345-348 PLA because those provisions provide post-disposition remedies (s 348) rather than authority for prospective injunctions preventing a disposition; the General Security Deed, on its face, secures indebtedness under the Transaction Documents and is unlikely, on its proper construction, to include BCNs; FCU's asserted prejudice was overstated; balance of convenience and wider public interest in the Continuity Initiative marginally favoured respondents; accordingly the interim i…
2 Aug 2018

BISHOP WARDEN PROPERTY HOLDINGS LTD v AUTUMN TREE LTD [2018] NZCA 285

Citation

[2018] 3 NZLR 809
Court

Court of Appeal

The Court accepted the Companies Register showed Anna registered as a director before the agreement was entered into, meaning Autumn Tree was holding out both Anna and Tina as directors; a single director acting alone did not customarily have authority to enter a significant property sale for a property development company and s 18(1) did not save the transaction; accordingly Bishop had no reasonably arguable equitable interest and the caveat removal was correctly ordered and the appeal dismissed.
25 Nov 2015

HOSPO GROUP LIMITED v JOHNSON [2015] NZHC 2972

Citation

[2015] NZHC 2972
Court

High Court

The interim injunction was discharged because the balance of convenience favored lifting it: imminent risk of lease forfeiture and loss of the business and fixtures outweighed the minority shareholder's non‑irreparable monetary prejudice which could be pursued by damages; Mr Read was joined as an applicant but the injunction could not be maintained given the real prospect of losing the business and creditors going unpaid.
10 Jul 2014

Re Millennium & Copthorne Hotels New Zealand Ltd [2014] NZHC 1616

Citation

[2014] NZHC 1616
Court

High Court

The Court approved the scheme because statutory procedures were complied with, the scheme and risks were fully and fairly disclosed (including an independent report), the scheme received overwhelming and properly constituted shareholder support, there was no evidence of coercion or prejudice to creditors (HSBC consented), and an intelligent and honest business person would reasonably approve the proposal as fair and equitable.
29 Apr 2014

FAIRWAY HOLDINGS LTD v FURNO LTD [2014] NZHC 858

Citation

[2014] NZHC 858
Court

High Court

The Court found there was a serious issue to be tried that Mr Furniss arguably knew and agreed to the $1.4m sale by around May 2013 and that the balance of convenience favoured granting interim relief to permit completion of the existing sale because a mortgagee sale posed a real risk of significant loss; accordingly interim orders were made requiring the defendants to take steps necessary to enable completion of the sale, with sale proceeds applied to Westpac and any surplus held in solicitors' trust pending further order, without prejudice to any claims about under‑value.
21 Apr 2008

PIONEER INSURANCE COMPANY LIMITED V WHITE HERON MOTOR LODGE LIMITED HC NAP CIV 2007-441-1014

Citation

openlaw-7f6317dd_ccd8_4acd_90f0_37fb3613b6dd.pdf
Court

High Court

The Guarantee Agreement was enforceable as a contract supported by consideration such that s 180(1)(b) applied; Mr Anderson had actual authority (and shareholders had concurred) to bind the company; consequently there was no substantial dispute as to liability and the application to set aside the statutory demand fails.

New Zealand Case Law

WALTERS v TMC TRANSPORT 2018 LIMITED [2023] NZHC 1156

HARVEY & ORS as Trustees of FIRST CREDIT UNION v NEW ZEALAND ASSOCIATION OF CREDIT UNIONS [2019] NZHC 1174

BISHOP WARDEN PROPERTY HOLDINGS LTD v AUTUMN TREE LTD [2018] NZCA 285

HOSPO GROUP LIMITED v JOHNSON [2015] NZHC 2972

Re Millennium & Copthorne Hotels New Zealand Ltd [2014] NZHC 1616

FAIRWAY HOLDINGS LTD v FURNO LTD [2014] NZHC 858

PIONEER INSURANCE COMPANY LIMITED V WHITE HERON MOTOR LODGE LIMITED HC NAP CIV 2007-441-1014