New Zealand Case Law: Decisions & Judgments

Topic

Quasi-partnership

Legal area

Court

8 Aug 2022

ROBERT NIGEL GAULD v KIWI SHEDS NORTHLAND LIMITED [2022] NZHC 1917

Citation

[2022] NZHC 1917
Court

High Court

Interim liquidators were appointed because the evidence demonstrated a total breakdown of mutual trust and confidence between equal shareholder-directors producing a management deadlock, the companies could not be safely operated, solvency was uncertain and assets (including customer funds) were at risk; these factors satisfied s246 criteria that appointment was necessary or expedient to maintain asset value and protect creditors.
2 Sept 2021

BIRCHFIELD v BIRCHFIELD HOLDINGS LTD [2021] NZCA 428

Citation

[2021] NZCA 428
Court

Court of Appeal

An adjusted buy‑out offer (August 2020 offer modified to extend costs to June 2020), providing purchase at fair value (no minority discount) determined by an independent valuer with full access to records and express valuation adjustments for alleged issues, would cure any arguable unfair prejudice under s 174 and render the claim incapable of succeeding; leave to adduce recent audited financial statements was granted and conditional directions for dismissal and costs were made.
16 May 2012

COOPER TRUSTEES LIMITED V LICHFIELD STREET 145 LIMITED HC CHCH CIV-2011-409-002662

Citation

openlaw-f356f073_bf88_464c_9340_7652d76a71cc.pdf
Court

High Court

The Court found Lichfield was deadlocked, directors could not perform their duties, the company held insurance proceeds but was not meeting creditor obligations and was incurring avoidable losses; the separate Madras dispute did not justify preventing liquidation of this distinct company; accordingly it was just and equitable to wind up Lichfield and appoint liquidators.
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…
26 Apr 2006

ROBINS V SUPSCAF LIMITED HC AK CIV 2005-404-5222

Citation

openlaw-2565e4cb_06cd_4b9d_aaac_f360a0fa63c0.pdf
Court

High Court

On the evidence at hearing the loss of trust and confidence between the shareholders was irretrievable and attributable to Mr Boughton's conduct (delays in disclosure, failure to complete settlement, and withholding monies), demonstrating lack of commercial probity in the management of the company's affairs; alternative remedies were unlikely to resolve the deadlock satisfactorily, so it was just and equitable to place Supscaf in liquidation and appoint liquidators, with costs ordered against the Boughton interests.

New Zealand Case Law

ROBERT NIGEL GAULD v KIWI SHEDS NORTHLAND LIMITED [2022] NZHC 1917

BIRCHFIELD v BIRCHFIELD HOLDINGS LTD [2021] NZCA 428

COOPER TRUSTEES LIMITED V LICHFIELD STREET 145 LIMITED HC CHCH CIV-2011-409-002662

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

ROBINS V SUPSCAF LIMITED HC AK CIV 2005-404-5222