New Zealand Case Law: Decisions & Judgments

Topic

Oppression/unfair prejudice (s174)

Legal area

Court

21 Jun 2021

GEERKINS v SIETEC WHOLESALE NETWORKS LTD [2021] NZHC 1459

Citation

[2021] NZHC 1459
Court

High Court

The strike-out application was dismissed because the liquidation proceeding may still serve a useful purpose: s174 relief in the opposing proceeding may not be assured or available to the applicants, alternative remedies under s174 do not render the liquidation application moot at this interlocutory stage, and keeping the application alive does not cause undue prejudice given agreed restraint on advertising and active settlement negotiations.
17 Apr 2019

BI v WESTCOAST MINING LIMITED [2019] NZHC 860

Citation

[2019] NZHC 860
Court

High Court

Plaintiff has an arguable s174 claim (grounds for relief) but interim relief should not be continued because the ultimate remedy is financial and the requested interim restraints (particularly halting mining operations) would cause disproportionate harm to defendants and third parties; the court can fashion effective remedies at trial to address any prejudice from share issuance, so the interim orders are discharged.
6 Oct 2016

HODDER v BAKER [2016] NZHC 2384

Citation

[2016] NZHC 2384
Court

High Court

Given KFL's effective insolvency and demonstrable detriment to the Hodders and related creditor entities, the Bakers' refusal to agree to the special resolution authorising sale of Heron Creek was unfairly prejudicial; it was just and equitable under s 174 to order the defendants to sign the special resolution to permit sale to the Stewarts, while rejecting procedural objections and refusing a stay or amendment to constitution or forced buy-out as unnecessary or inapt.
11 Mar 2015

TYRION HOLDINGS LTD v CLAYDON [2015] NZHC 428

Citation

[2015] NZAR 689
Court

High Court

On the balance of probabilities the court inferred that INZL had a share register and that the 2008 transfers resulting in Tyrion holding 50,000 shares were entered; therefore Tyrion is a shareholder for the purposes of the Companies Act and has standing to continue the s174 proceedings; Companies Office records may assist as evidence of a missing register but do not operate as a statutory substitute; respondent's pre-emption and delay arguments were rejected on the evidence.
31 Jul 2014

HANLON and ORS v DOMAIN ORTHOPAEDIC SERVICES LTD [2014] NZHC 1794

Citation

[2014] NZHC 1794
Court

High Court

No award of indemnity costs because there was insufficient evidential foundation to make findings of bad or very unreasonable conduct; however late discontinuance of serious interlocutory applications justified uplift above scale for wasted preparation (30% uplift to category 2C) and scale costs were awarded for successful interlocutory applications and for steps in each proceeding, with specified disbursements; the presumption under r15.23 was not displaced in absence of evidential basis to do so.
30 May 2014

NEWMAN V LUST [2014] NZHC 1220

Citation

[2014] NZHC 1220
Court

High Court

Given the prolonged, irreconcilable deadlock among D4's directors over demanding repayment of an overdue loan to ACTL, the evident conflict of interest of ACTL-related directors and the breakdown in corporate relationships (including failure to provide information for accounts), it was just and equitable to wind up D4 and appoint liquidators under s241(4)(d).
19 Dec 2011

GREYMOUTH HOLDINGS LIMITED V JET TRUSTEES LIMITED HC AK CIV-2011-404-5309

Citation

openlaw-1350c7cb_7792_40d9_9a3a_cfc2e97c4ce3.pdf
Court

High Court

The court exercised its discretion to join the company as a defendant in the s174 proceeding as the preferred course to preserve the court's remedial options; granted leave under s165 for the plaintiffs to bring a derivative action in the company's name by way of cross-claim because the prudent business person test was met (reasonable prospect of success, cost proportionate, company interests favoured action and company would not itself act); ordered interlocutory case management including transfer to the Commercial List and conditional interim production subject to protective protocol (forma…
18 May 2011

PROVIDA FOODS LIMITED V FOODFIRST LTD HC HAM CIV 2009-419-1581

Citation

openlaw-75f54c9e_6199_4786_9377_00f04a023215.pdf
Court

High Court

The statutory demand was set aside conditionally because Provida established an arguable basis for relief under Companies Act s174 and a contingent contractual set-off in relation to its RDA entitlement that could materialise on liquidation; the primary personal causes of action based on art 3.5 and alleged equitable duties failed as they sought to recover company losses and did not disclose a viable personal cause of action, but the RDA/set-off and s174 complaints were sufficiently arguable to justify conditional relief and security of funds held by the Registrar pending resolution or execut…
29 Sept 2010

CAM HODGSON V INVERELL PROPERTIES LIMITED HC WN CIV-2009-485-2343

Citation

openlaw-c6b09a58_b00a_46e8_a6b3_903f885ba048.pdf
Court

High Court

Court held that both applications succeed in part: ordinarily particulars should precede discovery but exceptions exist where particulars are within defendant's knowledge; plaintiff must provide detailed particulars of shareholdings, dates, alleged exclusionary acts, requests for information, particulars of alleged failures to keep accounts and audits, and alleged consultations; defendant must provide staged particular discovery of documents relating to transactions that changed the nature of the business and non‑arm's‑length payments, with further discovery contingent on plaintiff's more pre…
16 Apr 2008

JACOBSEN VENUE MANAGEMENT NEW ZEALAND LIMITED AND ORS V WORLDWIDE NZ LLC AND ORS CA CA285/06

Citation

openlaw-72e51ccc_c0ff_420b_ae08_8052b2ef81b0.pdf
Court

Court of Appeal

The trust deed is to be construed as requiring the transaction to occur at fair market value; the deed does not give QPAM as trustee a unilateral power to fix the consideration in circumstances of a deemed disposal such that QPAM may determine price without procedural safeguards; accordingly the fair market value is to be assessed if necessary by the court (or by an agreed/arbitral mechanism), and QPAM and the Jacobsen applicants were not entitled to summary judgment or strike-out on the construction point.