New Zealand Case Law: Decisions & Judgments

Topic

Shareholder agreement

Legal area

Court

20 Feb 2015

INTERNET TRADERS LIMITED & ORS v WILLIAMS & ORS [2015] NZHC 229

Citation

[2015] NZHC 229
Court

High Court

Adjournment was required because the amended statement of claim introducing the dividend/unjust enrichment allegation raises substantive partnership issues that realistically require further discovery and additional evidence, and the court could not have confidence the liability hearing could be completed in the five days allocated; therefore, in the interests of justice the trial date was adjourned.
30 Oct 2014

GREYMOUTH HOLDINGS LTD & ORS v JET TRUSTEES LTD & ORS [2014] NZHC 2679

Citation

[2014] NZHC 2679
Court

High Court

The court held that two separate sale notices are required (one by Jet Trustees and one by Mr Sturgess), the acceptance period prescribed by the sealed order and cl 8.6 remains 10 working days and cannot be extended to 20, bank consent is a 'necessary consent' under cl 8.8, and sale notices must offer the shares at FMV only and cannot include additional terms that contravene the sealed order (including requirements that FMV be paid without deduction for resident withholding tax, prohibitions on set-off for damages or costs, restrictions preventing acquisition that would result in cancellation…
24 Jun 2014

STURGESS v DUNPHY CA366/2013 CA717/2013 CA367/2013 [2014] NZCA 266

Citation

[2014] NZCA 266
Court

Court of Appeal

The Court upheld the High Court's findings that Sturgess's omissions and unauthorised operational conduct amounted to oppressive and unfairly prejudicial conduct under s 174; the contractual event of default and deadlock remedies relied on by appellants failed for lack of procedural compliance, delay and factual foundation; equitable discretion precluded specific performance of contractual default remedies; compelling sale of Group 2 shares at arbitrated fair market value was an appropriate remedial response though the precise form of orders implementing sale (orders 1 and 3) was reserved for…
11 Jun 2013

LAY v TARANAKI PROPERTY SPECIALISTS LTD [2013] NZHC 1379

Citation

[2013] NZHC 1379
Court

High Court

The presumption that a discontinuing plaintiff must pay costs under r 15.23 was not displaced; in the absence of evidence of actual costs the court fixed a conservative award using the 2B scale as a benchmark and ordered the plaintiff to pay $2,500 inclusive of disbursements to the First Defendant; no order was made as between the plaintiff and the Second Defendant.
13 Dec 2012

GREYMOUTH HOLDINGS V JET TRUSTEES HC AK CIV 2011-404-005309

Citation

openlaw-936d084e_4bc7_4dda_8334_ec22b2f934f3.pdf
Court

High Court

The opposed amendments were declined because they were sought at an excessively late stage after close of the plaintiffs' case and closing submissions, would cause real prejudice to the defendants, introduced materially different claims beyond the facts relied on in the served notices, and impermissibly sought to use an amended pleading to satisfy mandatory contractual notice requirements.
5 Sept 2011

BLACK V GILTECH PRECISION CASTINGS (2004) LIMITED HC DUN CIV-2010-412-000105

Citation

openlaw-3482a187_b0da_4287_ad0c_d76827479e42.pdf
Court

High Court

The court ordered the plaintiffs to answer the interrogatory because communications about agreement are directly relevant to the objective question of what was agreed between the parties; the court ordered further particulars of the profit share entitlement because clause 12 is pleaded as part of the first cause of action and as part of an alleged variation to the shareholders agreement, making particulars necessary to clarify the claim; costs reserved with provisional view that costs of the interlocutory applications should lie where they fall given mixed results.

New Zealand Case Law

INTERNET TRADERS LIMITED & ORS v WILLIAMS & ORS [2015] NZHC 229

GREYMOUTH HOLDINGS LTD & ORS v JET TRUSTEES LTD & ORS [2014] NZHC 2679

STURGESS v DUNPHY CA366/2013 CA717/2013 CA367/2013 [2014] NZCA 266

LAY v TARANAKI PROPERTY SPECIALISTS LTD [2013] NZHC 1379

GREYMOUTH HOLDINGS V JET TRUSTEES HC AK CIV 2011-404-005309

BLACK V GILTECH PRECISION CASTINGS (2004) LIMITED HC DUN CIV-2010-412-000105