New Zealand Case Law: Decisions & Judgments

Topic

Related party transactions

Legal area

Court

15 Nov 2023

WAGNER v B PROPERTY GROUP LIMITED [2023] NZHC 3230

Citation

[2023] NZHC 3230
Court

High Court

The application was granted: BPG failed to show sufficient reason linked to company interests to refuse disclosure under s 178; specific orders were made requiring BPG (and Mr McIntosh) to provide comprehensive documentary disclosure and sworn explanations including accountants' file, bank statements from incorporation, Xero read-only access, IRD records, credit card details and a detailed affidavit, with production within 10 working days; applicant entitled to costs to be dealt with alongside prior costs application.
20 Jul 2023

WAGNER v B PROPERTY GROUP LIMITED [2023] NZHC 1898

Citation

[2023] NZHC 1898
Court

High Court

The court held BPGL had no sufficient reason to refuse the s 178 request, BPGL's objection on specificity was unfounded given the identified documents and prior concessions, and ordered BPGL to produce specified financial and company records within statutory timeframes (10 working days generally, certain items within 5 working days); the court rejected adding a 'power and control' qualifier and refused to grant an extended 15 working day compliance period.
30 Aug 2022

REGISTRAR OF COMPANIES v BUBLITZ [2022] NZHC 2177

Citation

[2022] NZHC 2177
Court

High Court

The Court held that a prohibition order under s383 is a protective, not a criminal, measure for the purposes of s6 Sentencing Act and s25(g) Bill of Rights and therefore is not a 'penalty' in that statutory sense; s383(1A) may apply where the conviction occurs after the amendment even if the offending predated it; in applying s383 the Court must undertake a forward‑looking assessment focused on public protection, considering seriousness, risk of reoffending and delay; on the facts the Registrar's application was granted in part and additional prohibition orders of three years and six months w…
9 Dec 2019

PAUL NEVILLE BUBLITZ v R [2019] NZSC 138

Citation

[2019] NZSC 138
Court

Supreme Court

Leave to appeal was dismissed because the issues raised were fact-specific deed-construction questions lacking general or public importance; the Court of Appeal's construction of 'control' as including 'real or effective control' was within bounds and had sufficient certainty for s 220 purposes; the stay and knowledge issues involved concurrent factual findings and no miscarriage of justice was shown.
16 Aug 2019

BUBLITZ v R [2019] NZCA 364

Citation

[2019] 3 NZLR 533
Court

Court of Appeal

The Court held the prosecution should not be stayed; the Mutual Crown guarantee's definition of 'control' was sufficiently certain to found a 'requirement' under s220; Crown need not prove transactions were not arm's length where pre-certification requirement was unmet; evidence proved Bublitz and McKay knowingly participated in breaches so convictions on theft charges 10–13 stand for Bublitz (except prospectus counts) and 10–12 for McKay, but evidence was insufficient against Blackwood so his convictions quashed; prospectus charges (14–15) were not materially false and convictions quashed; s…
27 Mar 2019

R v BUBLITZ [2019] NZHC 592

Citation

[2019] NZHC 592
Court

High Court

Convictions were entered where Crown proved defendants used Mutual to transact with Hunter Group entities in breach of the Crown guarantee and that Mr Bublitz issued prospectuses withholding material related‑party disclosures; sentencing set by assessing culpability (highest for Bublitz, then McKay, then Blackwood), determining starting points by comparison with authorities, and then substantially reducing those starting points for exceptional pre‑trial delay and personal mitigation, resulting in immediate imprisonment for Bublitz and home detention for McKay and Blackwood.
23 Oct 2018

AYYILDIZ v CASABLANCA SYLVIA PARK LIMITED [2018] NZHC 2782

Citation

[2018] NZHC 2782
Court

High Court

The court ordered limited further discovery as necessary for accurate share valuation: defendants must disclose IRD settlement documents (redacted only as to unrelated taxpayers), professional fees, and documents justifying indebtedness to related entities (Maxim Trading Ltd and Nazar Group Ltd). Accountants for parties must meet to resolve rebate allocation and related‑party indebtedness; no discovery ordered for POS till printouts or further ANZ merchant records; affidavit of documents to be served within four weeks and further case management to follow.
31 May 2018

JACKSON and GRAHAM v WYNYARD GROUP LIMITED (IN LIQUIDATION) [2018] NZHC 1283

Citation

[2018] NZHC 1283
Court

High Court

The court held that the advances made by Wynyard Group Ltd to Wynyard (NZ) Ltd up to 22 February 2016 constituted debts repayable on demand; the 23 February 2016 support letter operated prospectively only, gave Wynyard (NZ) Ltd a right to require capitalisation of advances made after that date (a right never exercised), and did not convert earlier advances to equity; accordingly Wynyard Group Ltd's claim for $171,010,268.43 is legally enforceable and is admitted in full under s 303.
8 May 2017

VALMAR TRUSTEE LIMITED v SMART WATER TECHNOLOGY LIMITED [2017] NZCA 161

Citation

[2017] NZCA 161
Court

Court of Appeal

The appellants failed to prove unfairly prejudicial conduct under s174 because the related‑party arrangements (Ivent supplying goods at a margin, carrying debt, providing staff and support) were not adverse to Smart Water's financial interests or to the appellants as shareholders, the statutory breaches and information failures did not result in actual prejudice or exclusion of the minority, insolvency was not established because the main creditor (Ivent) did not intend to demand repayment and continued support made winding up unjustified, therefore it was not just and equitable to grant reli…
21 Dec 2016

MADSEN-RIES v GREENHILL [2016] NZHC 3188

Citation

[2016] NZHC 3188
Court

High Court

The 18 October 2012 journal entry was a prejudicial disposition made without reasonably equivalent value and not a reconciling implementation of an earlier agreement; Greenhill breached his statutory duties (s131, s135, s136) by promoting his own interest, reckless trading and wrongful withdrawals; Kiwibank's failure to elect under s305 led to deemed surrender of its security and Greand could not acquire greater rights; the Trust is also deemed to have surrendered its charge; Greenhill was ordered to pay restitutionary and compensatory sums totalling NZD 568,889.58 plus prescribed interest an…