New Zealand Case Law: Decisions & Judgments | LexChat

New Zealand Case Law

Major transactions (s129 companies act)

  • 17 Nov 2017

    AUTUMN TREE LIMITED v BISHOP WARDEN PROPERTY HOLDINGS LIMITED [2017] NZHC 2838 [17 November 2017]

    Citation
    [2017] NZHC 2838
    Court
    High Court

    The agreement was invalid and did not give Bishop an equitable interest because Tina lacked actual authority and could not be treated as having customary authority as one of two directors to unilaterally sell the company’s sole substantial asset (a major transaction requiring a special resolution); s18(1)(b) and s18(1)(c) did not operate to validate her actions, so the caveat had no reasonably arguable basis and was removed.

    • Caveat removal
    • Actual authority
    • Apparent/ostensible authority
    • Companies act s18 (indoor management rule)
    • Major transactions (s129 companies act)
    • Companies register effects

  • 3 Aug 2005

    SHELL (PETROLEUM MINING) CO LTD And Ors V ENERGY INFRASTRUCTURE LTD And Ors CA CA70/05

    Citation
    openlaw-4bd11f17_49b6_48fe_93bb_dd8c25806322.pdf
    Court
    Court of Appeal

    The Court concluded Todd had multiple seriously arguable causes of action (including arguable s129 major transaction and s131 breach of directors' duties, and enforceable dispute resolution under the HOA), and that the balance of convenience and interests of justice favored preservation of the status quo pending trial because implementation of the resolutions risked irreparable harm to STOS and third parties; accordingly the interim injunction should remain and the appeal dismisssed.

    • Interim injunction
    • Directors' duties (s131 companies act)
    • Major transactions (s129 companies act)
    • Statutory injunctions (s164 companies act)
    • Appointment and validity of directors
    • Dispute resolution clauses and arbitration