New Zealand Case Law: Decisions & Judgments

Topic

Share transfers

Legal area

Court

16 Dec 2020

T A O’BRIEN & ORS v MODERN BUILT INVESTMENTS [2020] NZHC 3349

Citation

[2020] NZHC 3349
Court

High Court

Judge found on balance of probabilities that signed 2004 share transfers were valid and resulted in plaintiffs (and their trust) holding half the shares in MBI; defendant failed to prove the alleged repayments/extinguishment of the $200,000 trust debt or a common mistake as to fair market value sufficient to void the transfers; director's conduct (denial of valid shareholding, misinformation to secure tax advantage, exclusion from records and management) was oppressive/unfairly prejudicial; accordingly court ordered rectification of share register and just and equitable winding up (liquidatio…
31 Aug 2020

SINGH v PATEL [2020] NZHC 2242

Citation

[2020] NZHC 2242
Court

High Court

Plaintiff's claims were dismissed because there was no evidence the company maintained or that anyone entered the alleged transfers in STA's share register; lodging notices with the Companies Registrar alone did not divest the plaintiff of legal ownership, so conversion was not established; unlawful means claim failed for lack of intention to harm; and no enforceable personal assumption of debt by Mrs Patel existed.
1 Apr 2019

MUNFORD v M R & L E MUNFORD LIMITED [2019] NZHC 636

Citation

[2019] NZHC 636
Court

High Court

The interests of Mr Rankin and the company align for the first two limbs of the claim but diverge in respect of the third limb (the s174/derivative style claim); accordingly High Court Rule r1.20(2) applies and leave is required for joint representation on matters where interests diverge; the practical and proportionate remedy is to sever the first two limbs from the third under r10.4 so that the same solicitors and counsel may act for the defendants in the first two limbs while the third limb proceeds separately, subject to further court orders after submissions on costs and representation.
19 Feb 2014

HEARTLAND SEVEN INVESTMENTS LTD v WAHAROA INDUSTRIAL PARK LTD [2014] NZHC 220

Citation

[2014] NZHC 220
Court

High Court

Because urgency (an imminent AGM), the existence of a substantial dispute about the enforceability of the Letter of Understanding and the risk of irreversible change in corporate control, the Court granted interlocutory orders joining Icepak, restraining registration of the two 100,000 share transfers and restraining exercise of votes attached to the 200,000 disputed shares pending trial or 15 May 2014, subject to specified undertakings and reservations of leave.
7 Nov 2013

WALKER v GIBBSTON WATER SERVICES LTD [2013] NZHC 2933

Citation

[2013] NZHC 2933
Court

High Court

RFD was the registered shareholder when it resolved to put Water Holdings into liquidation and the receivers validly acted as RFD's agents under s 31(2) Receiverships Act; the liquidator validly avoided the share transfer and was entitled to reject CLS's proof of debt because CLS acted for both vendor and purchaser without prior informed consent in breach of the Lawyers and Conveyancers Rules, thus justifying refusal to admit the claim and dispense with a creditors' meeting.

New Zealand Case Law

T A O’BRIEN & ORS v MODERN BUILT INVESTMENTS [2020] NZHC 3349

SINGH v PATEL [2020] NZHC 2242

MUNFORD v M R & L E MUNFORD LIMITED [2019] NZHC 636

HEARTLAND SEVEN INVESTMENTS LTD v WAHAROA INDUSTRIAL PARK LTD [2014] NZHC 220

WALKER v GIBBSTON WATER SERVICES LTD [2013] NZHC 2933