Bevan Goode v Foundation Life (NZ) Limited - [2025] NZCA 456

IN THE COURT OF APPEAL OF NEW ZEALAND

I TE KŌTI PĪRA O AOTEAROA

CA513/2025

[2025] NZCA 456

BETWEEN
BEVAN GOODE

Applicant

AND

FOUNDATION LIFE (NZ) LIMITED

Respondent

Court: Courtney and Campbell JJ

Counsel:

Applicant in person

M D Arthur, J Marcetic and N D Whittle for Respondent

Judgment:
(Onthe papers)

27 August 2025 at 4.00 pm

Reasons:

9 September 2025

JUDGMENT OF THE COURT

AThe application for stay of the decision in [2025] NZHC 1786 is declined.
BCosts are reserved pending the outcome of the appeal.

REASONS OF THE COURT

(Given by Campbell J)

[1] Mr Goode appealed against a decision of Associate Judge Skelton approving a scheme of arrangement under pt 15 of the Companies Act 1993 (the Scheme) in respect of the respondent, Foundation Life (NZ) Ltd (Foundation Life).1 Pending determination of his appeal, he applied for a stay of execution of the Judge’s decision.

¹ Re Foundation Life (NZ) Ltd [2025] NZHC 1786 [judgment under appeal].

GOODE v FOUNDATION LIFE (NZ) LIMITED [2025] NZCA 456 [27 August 2025]

Foundation Life opposed Mr Goode’s application. On 27 August 2025, we declined the application with reasons to follow.2 These are our reasons.

Background

^[2]Foundation Life is an insurance company that sold and managed life insurance policies. Approximately 27,588 life insurance policyholders participate in Foundation Life’s insurance business profits.3

[3] Foundation Life formally launched its proposal of the Scheme on 6 May 2025. The Scheme was extensively publicised, including by having a set of documents mailed to all policyholders. Foundation Life expanded its call centre to respond to queries from policyholders.

[4] A scheme meeting was held on 9 June 2025. In total, holders of 7,838 policies voted, representing about 30 per cent of all policies on issue. Of those who voted,
96.47 per cent voted in favour of the Scheme.

[5] Foundation Life’s application for approval of the Scheme was the subject of an on-notice hearing on 25 June 2025. No policyholders opposed the application. The Judge approved the Scheme in a judgment dated 2 July 2025.

[6] Under the Scheme, the policy of each eligible policyholder resident in New Zealand is to be converted into (at the choice of the policyholder) a replacement policy provided by another insurer (Chubb Life Insurance New Zealand Ltd (Chubb Life)), a cash payment or a combination of the two.4 On 4 July 2025, Foundation Life wrote to each policyholder advising that the Scheme had been approved and inviting those resident in New Zealand to indicate the choice they wished to make under the Scheme. Such choices had to be made by 14 August 2025.

² Goode v Foundation Life (NZ) Ltd [2025] NZCA 434.
³ Judgment under appeal, above n 1, at [4].
⁴ At [5].

[7] On 22 July 2025, Foundation Life sent follow-up letters to those policyholders who had yet to make a choice. On 8 August 2025, Foundation Life also sent follow-up emails to those policyholders for whom it held emails.

[8] Policyholders representing 68 per…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

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Details

Case: [2025] NZCA 456
Decision Date: 27 August 2025

CaseChat Overview and Summary

The case of Bevan Goode v Foundation Life (NZ) Limited involved an appeal by Mr Goode against the approval of a scheme of arrangement under part 15 of the Companies Act 1993. The scheme, proposed by Foundation Life (NZ) Limited, an insurance company, involved converting policies of participating life insurance policyholders into replacement policies, a cash payment, or a combination of both. Foundation Life’s scheme was approved by Associate Judge Skelton, and Mr Goode appealed this decision to the Court of Appeal. Pending the appeal, Mr Goode applied for a stay of execution of the scheme, which the Court declined.

The primary legal issue in this case was whether the Court should grant a stay of execution of the approved scheme. The court had to consider several factors in making its decision, including the potential harm to policyholders if the scheme proceeded, the effect of a stay on Foundation Life, the impact of a stay on third parties, the strength of Mr Goode's appeal, and Mr Goode's bona fides in prosecuting the appeal.

The Court of Appeal found that while Mr Goode's appeal might be rendered nugatory without a stay, the other factors weighed heavily against granting a stay. Foundation Life would be injuriously affected by a stay, as it had already made significant preparations for the scheme's implementation. A stay would also prejudice the interests of the majority of policyholders who had voted in favor of the scheme. Additionally, the merits of Mr Goode's appeal did not appear strong, as his submissions did not address the specific errors he claimed the Judge had made. The Court also expressed concerns about Mr Goode's lack of engagement with the scheme prior to filing his appeal and his failure to serve his notice of appeal on Foundation Life.

The Court declined the application for a stay, and costs were reserved pending the outcome of the appeal. The judgment emphasized the importance of considering all relevant factors in deciding whether to grant a stay and highlighted the potential consequences for all parties involved if a stay were granted.

Orders