Belvedere Residential Limited v Li
[2025] NZHC 3014
•10 October 2025
IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY
I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE
CIV-2025-404-002307
[2025] NZHC 3014
BETWEEN BELVEDERE RESIDENTIAL LIMITED
Applicant
AND
SIFEN LI
Respondent
Hearing: 9 October 2025 Appearances:
D Z Q Tan for Applicant G Jindal for Respondent
Judgment:
10 October 2025
JUDGMENT OF GARDINER J
This judgment was delivered by me on 10 October 2025 at 4.30 pm pursuant to Rule 11.5 of the High Court Rules
Registrar/Deputy Registrar
Solicitors:
Ashraf Chen Sandhu Lawyers, Auckland Ormiston Legal, Auckland
BELVEDERE RESIDENTIAL LTD v LI [2025] NZHC 3014 [10 October 2025]
[1] This is a dispute arising out of Belvedere Residential Ltd’s (Belvedere) allegation that Sifen Li made an unauthorised transfer of $900,000 from its account to her personal bank account.
[2] On 27 August 2025, Edwards J granted Belvedere’s without notice application for a freezing order over Ms Li’s property. The order froze a property at 51 Clonbern Road, Remuera, funds in Ms Li’s personal bank account up to $1 million, Ms Li’s shareholding in four named companies, and the proceeds of sale to which Ms Li may become entitled following any sale of property owned by the named companies up to
$1 million. The orders were to continue until 3 September 2025. Edwards J also made an ancillary order requiring Ms Li to provide within 10 working days an affidavit setting out her assets and liabilities.
[3] On 3 September 2025, the matter was mentioned in the Duty Judge list. Ms Li sought that the order be discharged. The freezing order was continued until a hearing could take place to determine whether it should be continued or not.
[4] Ms Li has since filed a notice of opposition and four affidavits. Two of the affidavits are late and Mr Tan for Belvedere objects to them.
[5]To continue the freezing orders, I must be satisfied that:1
(a)Belvedere has a good arguable case on its substantive claim;
(b)Ms Li has assets to which the orders can apply; and
(c)there is a real risk Ms Li will dissipate or dispose of those assets to defeat any judgment.
[6] Finally, it must be in the overall interests of justice that the orders be continued. I must weigh the interests of justice so as to strike a balance between the need to protect Belvedere, and to avoid undue prejudice or hardship to Ms Li or any third parties.
1 Bank of New Zealand v Hawkins [1989] 1 PRNZ 451, subsequently approved by the Court of Appeal in Shaw v Narain [1992] 2 NZLR 544.
The facts
[7]The undisputed facts are as follows.
[8] Belvedere was incorporated on 31 May 2021. A company associated with Ms Li, Ola Holdings Ltd, held 30 per cent of the shares in Belvedere, and L&X Trustees held the remaining 70 per cent of the shares. Qi Li was at that time a director and shareholder of L&X and the director of the Belvedere. Ms Li was at that time a director and shareholder of Ola Holdings.
[9] On 2 August 2021, Mr Li entered into a sale and purchase agreement to purchase Lot 3 Belvedere Place, Warkworth for $11 million. The vendor was Mark and Natascha Hurt as trustees for the Church Street Family Trust. Settlement was to take place on the 36th month from the date of the agreement. The deposit was split into three equal payments of $500,000, totalling $1.5 million.
[10] On 10 August 2021, Ola Holdings paid the first $500,000 deposit to Barfoot & Thompson.
[11] On 16 August 2021, Mr Li nominated Belvedere as the purchaser of the property.
[12] On 03 February 2022, Ola Holdings paid the second $500,000 deposit to Barfoot & Thompson.
[13]On 02 August 2022, another Ola company, Ola Homes Ltd, paid the third
$500,000 deposit to Barfoot & Thompson. Ola Holdings was a shareholder of Ola Homes from 17 June 2021 to 9 September 2024.
[14] On 05 December 2022, Ms Li became the director of Belvedere, and on 14 December 2022, Mr Li resigned as director. On 22 January 2024, Ms Li became the sole director of Belvedere, and Ola Holdings became the sole shareholder of Belvedere.
[15] On 27 March 2024, Ola Holdings transferred all its shares in Belvedere to another Ola company, Ola Group Ltd, of which Ola Holdings was a shareholder from 4 March 2024.
[16] On 27 July 2024, Ola Group transferred all its shares in Belvedere to Richard Lee, who was simultaneously appointed as a director of Belvedere.
[17] On 1 August 2024, Ms Li resigned as a director of Belvedere. However, she continued to have access to Belvedere’s bank account with Mr Lee’s consent and had the authority to make payments on behalf of Belvedere.
[18] On that same day, the settlement date was extended to 14 February 2025 in consideration of payment of an additional deposit of $100,000 on or before 2 August 2024 and $300,000 on or before 25 October 2024. This was paid by Mr Li.
[19]Settlement occurred on 7 March 2025. The balance of the purchase price of
$9.1 million was financed by a $1.9 million vendor loan and a $7.2 million loan from Ju Yuan Investment Ltd.
[20] Belvedere filed a GST return for the period ending 31 March 2025, and the IRD issued a GST refund of $1,437,721.89, representing the GST component of the
$11 million purchase price.
[21] Between 23 and 27 April 2025, Ms Li transferred a total of $900,000 from Belvedere’s bank account to her personal bank account.
[22]The dispute between the parties concerns the nature of these payments.
[23] Belvedere says that Ms Li transferred the funds without its knowledge or consent.
[24] Ms Li says that Belvedere was indebted to Ola Holdings and Ola Homes for their payments of the first and third deposit respectively; and she transferred the funds to repay these debts. She says that Mr Lee knew of and approved the repayments.
[25] Belvedere disputes this characterisation of the monies advanced by Ola Holdings and Ola Homes to pay the first and third deposits as loans. Rather, it says that these monies were shareholder contributions.
[26] After the freezing order had been made, by deeds of assignment dated 2 September 2025, Ola Holdings and Ola Homes assigned their interests in the first and third deposits to Ms Li.
Good arguable case
[27] Belvedere has filed a statement of claim pleading two causes of action against Ms Li: for breach of fiduciary duty and money had and received.
[28] Belvedere says there is a good arguable case that Ms Li’s continued access to the company’s bank account (after she ceased to be a director on 1 August 2024), with authority to make payments on behalf of the company, gave rise to a fiduciary duty to act in the interests of the company in relation to the bank account. Alternatively, she is deemed a director of Belvedere pursuant to section 126(1)(b)(iii) of the Companies Act 1993, in that she was entitled to exercise powers which would fall to be exercised by a director.
[29] Belvedere claims that she breached her fiduciary duty and/or director’s duties because, by transferring the funds from the company’s bank account into her personal bank account without Belvedere’s knowledge and consent, she acted in her own interests and contrary to the interests of the company. Belvedere seeks an order that Ms Li account to it for the transferred funds, or damages.
[30] Alternatively, Belvedere claims repayment of the funds as restitution for money had and received. There is no dispute that the money was received by Ms Li. Belvedere says that it did not intend to transfer the funds and Ms Li is not entitled to retain it. It says there is a good arguable case that the payment of the first and third deposit to Barfoot &Thompson by Ola Holdings and Ola Homes were not loans to Belvedere but shareholder contributions to secure the land purchase and progress the development project. It says that the characterisation of the deposits and advances as
loans to Belvedere is a recent, reactive attempt to justify Ms Li’s receipt of the funds. If the first and third deposits were loans, they were loans to Mr Li, not to Belvedere.
[31] Ms Li says that Belvedere does not have a good arguable case. She denies that she owed fiduciary duties to the company, stating she acted under delegated authority from Mr Lee and her actions are deemed to be those of the Belvedere board.
[32] She insists that the transfers were loan repayments to Ola Holdings and Ola Homes. She says that beyond the $1.5 million in deposits, she and her husband loaned an additional $769,779.60 to Belvedere to fund operating costs and resource consent expenses. In October 2024, after Ola Group ceased being shareholder, Ola Homes advanced $70,000 to Belvedere. She submits that this is telling: Ola Homes would not provide equity contributions when it was not a shareholder.
[33] Ms Li points to other payments she made in April 2025 from the company’s bank account before she paid the $900,000 to herself, including loan repayments to the vendor and Ju Yuan Investment, and transfers totalling $415,925.65 to Mr Lee or his interests. She refers to the inconsistency between Mr Lee withdrawing his capital contributions while objecting to Ms Li repaying her companies.
[34] Ms Li relies on Belvedere’s financial statements for the 2022, 2023 and 2024 financial years which show positive shareholder current account balances in favour of the Ola companies.2 She concedes that the repayments should have been made to these companies rather than her personal account. She explains that the companies have assigned the shareholders current account balance to her as well as the three deposits to cure this “misstep”. She says that following the assignments, Belvedere is indebted to her for $1,254,900.
[35] I accept that Belvedere has a good arguable case that Ms Li owed it a fiduciary duty to act in the company’s bests interests when operating and making payments from its bank account. I consider that to be quite clear.
2 FY 2024: Ola Group $2,154,900; FY 2023: Ola Holdings $1,945,900; and FY 2022: Ola Holdings
$590,000.
[36] Whether she breached that duty depends substantially on the same issue that determines the second cause of action: was Belvedere indebted to Ms Li (or her companies); or were the payments made by her companies, including the deposits, equity contributions?
[37] The limited evidence before the Court at this stage points both ways. The company financial statements are evidence that the payments made by the Ola companies were loans, not equity contributions. The shareholder current account balances are recorded as current liabilities of the company in these statements.
[38] Yet there is no contemporaneous documentation recording any loan agreements between the Ola companies and Belvedere. The bank statements of Ola Holdings record the payments between 13 January 2022 and 17 February 2023 as “contribution”. Similarly, the bank statements of Ola Homes record one payment on 13 September 2022 to Auckland Council, one payment on 20 September 2022 again to Auckland Council, and the payments between 26 January 2024 and 14 October 2024 as “contribution”. On the same bank statement that records the payment of the first deposit to Barfoot & Thompson by Ola Homes, Ola Homes recorded two separate payments to Mr Li of $250,000 each as “lend”. Likewise, Ola Homes itself recorded later payments to Ola Construction Ltd on 15 October 2024 as “loan”. This difference in language could support Belvedere’s case that the deposit payments were equity contributions.
[39] Furthermore, Ola Holdings paid the first deposit of $500,000 on 10 August 2021, six days before Belvedere was nominated by Mr Li as purchaser. This raises a question as to how the payment could have been a loan advance to Belvedere.
[40] Ola Holdings paid the second deposit of $500,000 on 03 February 2022. The receipt issued by Barfoot & Thompson for the second deposit expressly records the payment as “Received from Ola Holdings on behalf of Qi Li”. Curiously, Ms Li does not assert any indebtedness for this deposit while asserting indebtedness in relation to the other payments.
[41] Likewise, in relation to the third deposit of $500,000 paid on 02 August 2022 by Ola Homes, Ms Li herself said in her first affidavit that it was paid “as a deposit on behalf of Qi Li”. Elsewhere in her affidavit, she says that she paid $1 million as a deposit on behalf of Mr Li.
[42] I conclude that there is considerable uncertainty at this stage of the proceeding as to the nature of the deposit payments made by the Ola companies and indeed the further payments made for Belvedere. Belvedere has a tenable case that it was not indebted to Ms Li (or her companies) for these amounts.
[43] Even if Belvedere was indebted to Ms Li or her companies, that does not provide a complete answer to Belvedere’s claim. There is no evidence about the terms of the alleged loan(s) before the Court. It is arguable that Ms Li breached her fiduciary duty and has received and retained money to which she is not entitled by unilaterally repaying the alleged loan(s) without Belvedere’s knowledge or consent.
Real risk of dissipation
[44] Belvedere submits that the following circumstances would properly cause a prudent, sensible commercial person to infer a danger of default on an adverse judgment:
(a)Ms Li transferring $900,000 from the company’s bank account into her personal bank account without authority.
(b)Ms Li initially avoiding all contact with Mr Lee by blocking calls, emails and social media communications (this is denied by Ms Li).
(c)The deeds of assignment executed after the freezing order, suggesting a tendency to create or manipulate records to legitimise her transactions.
(d)On 3 September 2025, Ms Li transferred her interest in one of her companies (66 Ltd) to her husband, in breach of the freezing order.
(e)Ms Li’s failure to comply with the ancillary order to file and serve an affidavit setting out details of her assets and liabilities.
(f)Her assertion that the freezing order prejudices the Ola group of companies because her personal bank accounts are needed to pay tradesmen, suppliers and employees. This evidence reveals that she treats her personal funds and company funds as interchangeable, heightening the risk of dissipation.
[45] Mr Jindal submits that there is no risk of Ms Li dissipating her assets and defaulting on any adverse judgment. Ms Li has substantial assets including properties at 51 and 39a Clonbern; interests in multiple operating Ola companies with active building sites; and, since the assignment, ownership of the $1.25 million debt from Belvedere. Mr Jindal submits that her ability to fund $2.269 million of debt to Belvedere on an unsecured basis demonstrates her wealth. Ms Li has filed an affidavit denying any intention to move to Australia, as alleged by Mr Lee in his affidavit.
[46] I consider that there is merit to the argument that Ms Li has shown a disregard for legal and corporate formality and for the authority of this Court which, without further assurance, raises a risk that she will dissipate her personal assets to defeat an adverse judgment. I refer to the original transfer of funds at issue, apparently made without the knowledge or authority of Mr Lee, and her disregard for the distinction between her personal funds and the funds of the Ola companies. I also refer to her transfer of her shareholding in 66 Ltd to her husband on 3 September 2025, in breach of the freezing order.3 And her failure to comply with the court order to file and serve an affidavit setting out details of her assets and liabilities. These latter actions place her in contempt of court.
[47] Mr Jindal makes assertions about Ms Li’s property and wealth which are not supported by her scant affidavit evidence on the subject. She states that her family trust owns 39a Clonburn Road, where she lives, and that she owns 51 Clonburn Road in her own name. She has not provided any information about the value of her equity
3 A search of the Companies Office Register confirms Ms Li transferred her shareholding in t 66 Ltd to Kan Zhang on 3 September 2025.
in this home. She does not describe any other assets which would be available to meet an adverse award, other than her interests in the Ola companies, the values of which are unknown. The alleged debt owed by Belvedere is disputed.
[48] Based on the limited information about Ms Li’s financial position before me, I find that there is a real risk of dissipation such that Belvedere’s ability to recover any judgment obtained will be frustrated.
Interests of justice
[49] Weighing in favour of continuing the freezing order is the real risk that Belvedere will be deprived of the benefit of any judgment in its favour if the order is discontinued.
[50] Weighing against that consideration is any hardship or prejudice to Ms Li. In terms of hardship, Ms Li deposes in her first affidavit that her construction business will suffer if the freezing orders continue. She says her business needs to pay tradesmen, suppliers and employees. She says that if the Ola group of companies does not pay on time, several construction projects will be put on hold, meaning financial loss and reputational damage.
[51] I reject this as hardship arising from the freezing order. The freezing order does not affect the bank accounts of the Ola companies; it concerns Ms Li’s personal bank accounts only. In any event, the order permits Ms Li to deal with her assets to pay ordinary living expenses, legal expenses in relation to the freezing order, and in the ordinary course of her business, including business expenses incurred in good faith. Further, the freezing order is capped at $1 million.
[52] At the hearing, Mr Jindal raised a further form of hardship: that any request by her or her husband for a loan will be adversely affected by the freezing order over her assets. Ms Li did not raise this hardship in any of her four affidavits. Nevertheless, I take it into account in considering where the justice lies.
[53] A factor weighing against continuing the freezing order is a concern that Belvedere’s undertaking as to damages may have no value. Ms Li has presented
evidence that the development property owned by Belvedere was listed for mortgagee sale by Bayleys Real Estate on 22 September 2025. Mr Jindal submits that Mr Lee must have known that Belvedere was insolvent when the company applied without notice for the freezing order on 25 August 2025, as the company must have missed mortgage payment to Ju Yuan Investment through June/July 2025. Mr Jindal submits that the undertaking is worthless and, having failed to disclose this in its application, Belvedere should be deprived of the benefit of the freezing order.
[54] Mr Tan submits that the Court is not required to conduct a detailed enquiry into the financial worth of the undertaking unless the undertaking is likely to be called upon.4 The freezing order is framed to permit Ms Li to continue meeting ordinary living expenses, legal expenses, and genuine business expenses. Also, Mr Tan notes that the bank accounts of her companies within the Ola group are not frozen. Mr Tan submits that Ms Li will not suffer compensable loss of the type the undertaking is designed to address.
[55] Further, her unauthorised transfer of $900,000 out of the company bank account in April 2025 is likely to have contributed to the company being unable to meet its mortgage payments.
[56] Mr Tan said that Mr Lee would be prepared to give a personal undertaking as to damages if the Court required.
[57] I am concerned that Belvedere did not disclose its precarious financial position when it made the without notice application for the freezing order and gave the undertaking as to damages. As counsel, Mr Tan certified that all reasonable enquiries had been made and all relevant facts were before the Court. This omission is serious.
[58] Without wanting to diminish the seriousness of that non-disclosure, I consider that justice requires the freezing order to continue. Ms Li has not pointed to any compelling hardship or financial loss to her from the freezing order to which the undertaking will need to respond if she successfully defends the claim. It appears arguable that her actions contributed to the company not meeting its mortgage
4 Richmastery Ltd v Richmastery (Central) Ltd HC Tauranga CIV-2005-470-951, 24 May 2006 at [87].
repayments which led to the mortgagee sale. She has breached the Court’s orders and so similarly does not have clean hands.
[59] I will order that the freezing order continues until further order of the Court, provided Mr Lee provide a personal undertaking as to damages within three working days. It is open to Ms Li to make a further application for discharge or refinement of the freezing order if she files the affidavit of her assets and liabilities (as she was previously ordered to do) and can satisfy the Court that she will not dissipate her assets to avoid any adverse award.
Result
I make a freezing order in respect of the following assets:
(a)51 Clonbern Road, Remuera, the legal description thereof being Lot 2 Deposited Plan 609095, identifier 1202656, North Auckland Registry.
(b)All funds that are held in any bank account in the name of Sifen Li, up to a maximum of $1,000,000.00.
(c)Shareholding of Sifen Li in:
Dreamland Construction Company Limited;
(ii)SG6 Developments Limited;
(iii)66 Limited;
(iv)QR Construction Limited;
(d)The proceeds of sale to which Ms Li may become entitled following the sale (if any) of any property owned by the above-named companies, up to a maximum of $1,000,000.00.
[61] Subject to paragraph 62, this order restrains Ms Li from removing any of the assets listed in paragraph 60 from New Zealand, or from disposing of, dealing with, or diminishing the value of, those assets, whether they are in or outside New Zealand.
[62] This freezing order does not prohibit Ms Li from dealing with the assets covered by the order for the purpose of—
(a)paying ordinary living expenses; or
(b)paying legal expenses related to the freezing order; or
(c)disposing of assets, or making payments, in the ordinary course of Ms Li’s business, including business expenses incurred in good faith.
[63] This order does not affect anyone outside New Zealand until it is declared enforceable by a court in the relevant country, (in which case it affects a person only to the extent that it has been declared enforceable) unless the person is—
(a)a person to whom this order is addressed, or an officer of that person, or an agent appointed by power of attorney of that person; or
(b)a person who—
(i)has been given written notice of this order at that person’s residence or place of business within New Zealand; and
(ii)is able to prevent acts or omissions outside the jurisdiction of this court that constitute, or assist, a breach of this order.
[64] This order does not prevent, in respect of assets located outside New Zealand, any third party from complying with—
(a)what it reasonably believes to be the third party’s obligations, contractual or otherwise, under the laws of the country in which those
assets are situated or under the proper law of any contract between the third party and the respondent; and
(b)any orders of the courts of that country, provided that reasonable notice of any application for such an order is given to the applicant’s solicitors.
[65]The order continues until further order of the Court.
[66] I order Mr Lee to provide a personal undertaking as to damages within three working days.
[67] The issue of costs is reserved for determination after the hearing of the substantive proceedings. I note that Belvedere has been successful in the application.
Gardiner J
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