New Zealand Case Law: Decisions & Judgments

Topic

Relief under s 37ah

Legal area

Court

7 Jul 2017

BANNOCK v MONACO MANAGEMENT LIMITED [2017] NZHC 1575

Citation

[2017] NZHC 1575
Court

High Court

Relief under s 37AH was refused because the issuer completely failed to comply with the Act's disclosure regime (no prospectus or equivalent exemption compliance), the breach was substantive and causally connected to material prejudice suffered by subscribers who lacked the information to assess promoter projections and risks, and mitigating factors (lawyer involvement, contemporaneous Securities Commission practice) did not eliminate that prejudice or justify validation; therefore it was not just and equitable to relieve the director.
6 Nov 2015

FRIMLEY ESTATE LTD v FOG [2015] NZHC 2757

Citation

[2015] NZHC 2757
Court

High Court

The stay application was dismissed because there was effectively nothing in this proceeding to stay; the judgment had declined relief against Fog and adjourned other relief applications, the practical effect of a stay was absent, and on the merits the balance of convenience favoured Fog given concerns about Frimley's financial position and risk of prejudice to Fog's ability to recover her subscription; stay issues should be determined in specific enforcement or liquidation proceedings where appropriate.
10 Feb 2015

SUN & ORS v PENINSULA ROAD LTD (In R’ship and in Liq) [2015] NZHC 126

Citation

[2015] NZHC 126
Court

High Court

The sale agreements obligated the vendor to complete the specific Building and obtain unit titles but did not impose a covenant to complete Stages 2 and 3; the creation of principal units, the common property lease, QLDC encumbrance and Body Corporate rule changes were authorised by the contract terms; membership of the Precinct Society did not constitute a participatory security under the Securities Act and offers were not made to the New Zealand public; Kawarau Village was ready, willing and able to settle and validly cancelled the agreements after purchasers failed to comply with settlemen…
18 May 2010

FITZALFRED PROPERTY SYNDICATE V WHITE FOX & JONES AND ORS HC CHCH CIV-2008-409-001648

Citation

openlaw-e209670e_3360_4502_ac42_496c873d5a81.pdf
Court

High Court

Although prior similar breaches by the issuer may in principle be relevant under s 37AH(3)(e), the plaintiff's late, wide-ranging discovery application seeking extensive records of many prior syndicates would be oppressive and unduly burdensome; accordingly the Court declined to order particular discovery at this interlocutory stage and deferred further consideration until after the conclusion of the trial, with leave to seek a subsidiary hearing thereafter if appropriate.
21 Apr 2010

VERANO PROPERTIES LIMITED V ANA AND IVICA SEVERS HC AK CIV-2009-404-8487

Citation

openlaw-c8253780_abe1_43b0_b1b4_c0dc9d8f3f75.pdf
Court

High Court

Reg 4(a) of the 1999 Notice requires prospective purchasers to be supplied with the rules of a society that is actually incorporated under the Incorporated Societies Act 1908 before they subscribe (which occurs on execution of the sale agreement); therefore the rules supplied must be those of an existing incorporated society and not of a society merely proposed to be incorporated.

New Zealand Case Law

BANNOCK v MONACO MANAGEMENT LIMITED [2017] NZHC 1575

FRIMLEY ESTATE LTD v FOG [2015] NZHC 2757

SUN & ORS v PENINSULA ROAD LTD (In R’ship and in Liq) [2015] NZHC 126

FITZALFRED PROPERTY SYNDICATE V WHITE FOX & JONES AND ORS HC CHCH CIV-2008-409-001648

VERANO PROPERTIES LIMITED V ANA AND IVICA SEVERS HC AK CIV-2009-404-8487