Deep v Auckland Gold Line Co-Operative Taxi Society Limited

[2018] NZHC 499

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE

CIV-2017-404-001516

[2018] NZHC 499

BETWEEN

RAMAL DEEP

First Plaintiff

SATNAM SINGH
Second Plaintiff

SURINDER KUMAR
Third Plaintiff

KAHLON KULVIR SINGH
Fourth Plaintiff

VIPAN KUMAR
Fifth Plaintiff

(Continued on next page)

AND

AUCKLAND GOLD LINE CO-

OPERATIVE TAXI SOCIETY LIMITED

Defendant

Hearing:

5 February 2018

Appearances:

Luke Meys for the Plaintiffs

Shafraz Khan and Rebecca White for the Defendant

Judgment:

22 March 2018

JUDGMENT OF MOORE J

This judgment was delivered by me on 22 March 2018 at 3:00 pm pursuant to Rule 11.5 of the High Court Rules.

Registrar/ Deputy Registrar Date:

DEEP & ORS v AUCKLAND GOLD LINE CO-OPERATIVE TAXI SOCIETY LIMITED [2018] NZHC 499

[22 March 2018]

JASVINDER PAL SINGH GILL

Sixth Plaintiff

AMARJEET SINGH

Seventh Plaintiff

ANIL KUMAR

Eighth Plaintiff

VIKAS SAHARAN

Ninth Plaintiff

KANWAL JIT SINGH

Tenth Plaintiff

PRADEEP KUMAR

Eleventh Plaintiff

MANDIP SINGH GILL

Twelfth Plaintiff

SIKANDERJEET SINGH BAJWA

Thirteenth Plaintiff

Introduction

[1]                   At the heart of this proceeding is an incorporated taxi society, Auckland Gold Line Co-operative Taxi Society Ltd (“Gold Line”). It is the defendant. The 13 plaintiffs are or were shareholders in Gold Line, but in recent times their relationship with the company, and its controlling directors, has soured. They have brought an application for judicial review seeking to challenge various decisions made by Gold Line as ultra vires, unreasonable, or contrary to the principles of natural justice.

[2]                   The dispute came before me on an interlocutory basis. At the commencement of the hearing there were two applications requiring resolution:

(a)Gold Line’s application for strike out; and

(b)the plaintiffs’ application for discovery.

[3]                   It was clear from an early stage that the parties were not far apart on the strike out application. I ordered a brief adjournment to allow counsel to confer with a view to arriving at a consent position. They did so and returned with a joint memorandum setting out a proposed resolution. This centred around withdrawal of the strike out application following the filing of a second amended statement of claim.

[4]                   On that basis I advised counsel that my preliminary view was the discovery application should be adjourned until the second amended statement of claim had been filed. Mr Meys, for the plaintiffs, nevertheless sought to be heard on the application. I was content to hear from him, although I advised I might still conclude the best course would be to adjourn the application until the issues in the substantive proceedings had been refined.

[5]                   For reasons which follow I have determined adjournment remains the best course. In my judgment I also record the resolution reached on the strike out application.

Context

[6]                   The 13 plaintiffs are (or were) all shareholders in Gold Line, and involved in it in some capacity, either as taxi drivers (for it or its subsidiaries), company directors and/or transport operators.

[7]                   Gold Line was incorporated under the Industrial and Provident Societies Act 1908 (“the Act”). In short, Gold Line was established so the plaintiffs and others, who had previously been contractors for companies operating the Auckland Airport taxi rank, could be part owners in a business which held the tender for that taxi rank. Gold Line purchased Auckland Taxi Service Ltd (“ATS”) in order to bid for the tender, which it was awarded on 11 March 2013.

[8]                   The present dispute stems from the departure of a former member, Manmohan Dua, who left Gold Line in 2013 for a competitor. He attempted to repurchase shares in 2015, but was denied. However, a new board of directors was appointed at an election in October 2015. Following the election, Mr Dua was then appointed as a director in early 2016. The plaintiffs allege this occurred without a Special General Meeting (“SGM”) being called. The plaintiffs also claim Mr Dua became “effective managing director” in late February 2016, and from that point took a number of unlawful actions which targeted former directors and the plaintiffs.

[9]                   In his submissions in support of strike out, Mr Khan, for Gold Line, has helpfully catalogued the actions the plaintiffs seek to review in their amended statement of claim. These total at least 29 actions or omissions by or on behalf of Gold Line, dating back to October 2015. These are included in an appendix attached to his judgment.

[10]               In essence, the plaintiffs allege procedural failures which include the failure to call an Annual General Meeting (“AGM”), transferring Gold Line’s business to a subsidiary, and closing the plaintiffs out of the business. They have challenged these actions on the basis they are ultra vires, unreasonable and non-compliant with the principles of natural justice. Because the parties have resolved the strike out application, little more needs to be said about the several heads of claim at this stage.

Procedural background

[11]               The plaintiffs’ first statement of claim was filed on 14 July 2017. Woolford J considered it in a Minute of the same day, because the plaintiffs also filed an urgent without notice application for interim relief. He was not satisfied relief was available on an ex parte interim basis, because:

(a)he was not persuaded the decisions complained of were amenable to judicial review, doubting they were of a sufficiently public nature, noting there were no claims under the Companies Act 1993 nor any claim for damages;

(b)the evidence was untested, largely vague, lacking in detail, and appeared hotly disputed; and

(c)he was not satisfied the plaintiffs would suffer irremediable prejudice if the SGM scheduled for 15 July 2017 were to proceed, observing any anticipated rule changes (which have since occurred) could be challenged later (as they now have been).

[12]               The matter next came before Fitzgerald J as part of the Judicial Review list. This was on 24 August 2017. Timetabling orders for the filing of an amended statement of claim were made. This was filed on 1 September 2017.

[13]               In the intervening period, Gold Line made an application to strike out, and the plaintiffs applied for discovery orders the following day. The matter came before Fitzgerald J again on 5 October 2017. In a Minute, she allocated a one day fixture for the hearing of the two applications.

Strike out application

[14]               Mr Khan submitted the plaintiffs’ application discloses no reasonably arguable basis for judicial review, and that in any event the matters complained of concern private agreements between private individuals and are insufficiently public to be amenable to review.

[15]A number of other grounds for strike out were also raised:

(a)many of the plaintiffs are not members of Gold Line, so do not have standing;

(b)the plaintiffs have failed to engage in the dispute resolution procedure provided under the rules of Gold Line;

(c)the plaintiffs, who are or were previously members of Gold Line, have either previously affirmed the actions now complained of or have delayed bringing the present claim to such an extent that the remedies sought, if awarded, would be in vain;

(d)significant aspects of the amended statement of claim relate to actions of entities other than Gold Line;

(e)the sixth through thirteenth plaintiffs have proceedings on foot in the District Court, which the present claim duplicates in large part, such that it amounts to an abuse of process;

(f)the relief sought by the plaintiffs insofar as it relates to procedural matters would, if granted, be in vain; and

(g)the application does not disclose the material required in a judicial review application, has been brought with unclean hands, and is otherwise frivolous and vexatious.

[16]               As noted, at the commencement of hearing the plaintiffs opposed each of these grounds.

The hearing

[17]               On hearing Mr Khan’s submissions, it was apparent that the principal ground on which strike out was sought was that the claims are non-justiciable, either because the society is not amenable to judicial review, its rules oust jurisdiction, or because the

plaintiffs do not have standing. I explained to Mr Khan that I considered those submissions unsustainable for the reasons which follow.

[18]               It is well settled that decisions of incorporated societies may be the subject of judicial review.1 This was one of the effects of the Judicature Amendment Act 1977,2 which the Judicial Review Procedure Act 2016 has not altered.3 That Act provides:

“3       Purpose of this Act

(1)The purpose of this Act is to re-enact Part 1 of the Judicature Amendment Act 1972, which sets out procedural provisions for the judicial review of—

(a)the exercise of a statutory power:

(b)the failure to exercise a statutory power:

(c)the proposed or purported exercise of a statutory power.

…”

[19]Statutory power is defined as follows:

“5       Meaning of statutory power

(1)In this Act, statutory power means a power or right to do any thing that is specified in subsection (2) and that is conferred by or under—

(a)any Act; or

(b)the constitution or other instrument of incorporation, rules, or bylaws of any body corporate.

…”

[20]               The jurisdiction extends to decisions which are largely contractual in nature, such that an action in contract could also be brought.4 But it is limited in an important way: there should be a public aspect to the powers exercised by the private entity,

1      Adlam v Stratford Racing Club Inc [2007] NZAR 543 (HC) at [79]. See also Finnigan v New Zealand Rugby Football Union Inc [1985] 2 NZLR 159 (CA).

2      Royal Australasian College of Surgeons v Phipps [1999] 3 NZLR 1 (CA) at 11.

3      Judicial Review Procedure Act 2016, s 3(2).

4      Royal Australasian College of Surgeons v Phipps, above n 2, at 10-12.

and/or its activities.5 The Court of Appeal has summarised the limits in Hopper v North Shore Aero Club Inc in the following way:6

(a)Where the activities of a private entity are private in nature, the Courts have demonstrated reticence to interfere with matters of internal management or regulation. For example, in M v Board of Trustees of Palmerston North Boys’ High School, Goddard J found the decision of the Board to expel a schoolboy from a boarding house was not a statutory power or decision even though the Board was constituted under the Education Act 1989; the relationship was a “purely private contractual arrangement” with the boy’s parents.7

(b)The internal workings of incorporated societies with respect to members are primarily reviewable under the law of contract. The Courts have typically only been prepared to intervene in the internal affairs of an incorporated society or club involving a breach of contract constituted by the rules in limited circumstances. The Court endorsed the following summary by Williams J:8

“Beyond ensuring compliance with the rules and requiring society and committee decisions to be arrived at honestly and bona fide in accordance with the rules, the Courts have interfered in the running of incorporated societies only in a relatively restricted variety of cases. Membership issues have attracted the Court’s intervention. Disciplinary proceedings or the like in a society’s constitution have attracted the Court’s intervention. So, too, the Courts have been prepared to involve themselves where what is an issue is a licence or a right to make a livelihood with or in association with an incorporated society.”

(c)A club’s rules will be reviewable where they, or the way in which they are applied, constitute(s) a breach of natural justice. The basis for intervention has not been the Court’s power under the Judicature

5      Royal Australasian College of Surgeons v Phipps, above n 2, at 11-12.

6      Hopper v North Shore Aero Club Inc [2007] NZAR 354 (CA) at [10]-[12]. These comments were endorsed in Stratford Racing Club Inc v Adlam [2008] NZCA 92, [2008] NZAR 329 at [54]-[55].

7      M v Board of Trustees of Palmerston North Boys’ High School [1997] 2 NZLR 60 (HC) at 68.

8      Hopper v North Shore Aero Club Inc HC Auckland, CIV 2005-404-2817, 6 December 2005 at [31].

Amendment Act, rather it has been on the basis of enforcing the contract constituted by the rules.

(d)On the facts, the Court doubted in obiter that, as the club was not exercising a quasi-public function and did not breach natural justice principles, it would be amenable to review.

[21]               It is also now settled that societies incorporated under the Act are amenable to review. The integral difference between societies incorporated under the Incorporated Societies Act 1908, and societies incorporated under the Act, is that the former cannot consist of members associated for pecuniary gain.9 Societies registered under the Act are not limited the same way.10

[22]               In Singh v Auckland Cooperative Taxi Society Ltd, Palmer J considered interim relief in an application for judicial review by a member of another taxi society incorporated under the Act.11 Assessing the strength of the case, he stated:

“[22] First, the text and purpose of the Judicature Amendment Act 1972 supports judicial review applications by members of private bodies corporate. This is clear from the definitions of ‘statutory power’ and ‘statutory power of decision’ in s 3 of the Act. These definitions were expanded by Parliament in the Judicature Amendment Act 1977 in order to ensure that judicial review was available in respect of actions by private incorporated organisations. Accordingly, this strand of the law of judicial review subsists independently of the High Court's supervisory power of the lawfulness of public, or executive government, decision-making. As the Court of Appeal noted in Stratford Racing Club Inc v Adlam “membership issues”, in particular, can and do attract the intervention of the Court.”

(footnotes omitted, emphasis added)

[23]               That decision is apposite. As the Court of Appeal stated in Stratford Racing Club Inc v Adlam (in which the applicant’s essential complaint against the committee was that it was acting unfairly and for an improper purpose), such a claim “is quintessentially the stuff of judicial review”.12

9      Incorporated Societies Act 1908, s 4.

10     Industrial and Provident Societies Act 1908, s 4.

11     Singh v Auckland Cooperative Taxi Society Ltd [2016] NZHC 642.

12     Stratford Racing Club Inc v Adlam, above n 6, at [55].

[24]               The plaintiffs’ claim engages many of the circumstances in which the Courts have held judicial review of an incorporated society is appropriate; membership issues, the right to make a livelihood, and questions of natural justice have all been raised.

[25]               On that basis I considered it was at least reasonably arguable decisions of Gold Line are amenable to review.

[26]               Mr Khan’s other primary submission was that pursuant to r 35 of Gold Line’s rules, and s 12 of the Act, the Court does not have jurisdiction to review decisions covered by the defendant’s internal dispute resolution process. This has also been considered in case law. In Malhi v Auckland Co-operative Taxi Society Ltd, I found the Court was not precluded from reviewing procedure and adherence to principles of natural justice involved in membership decisions or other decisions which may be unlawful.13

[27]Section 12 of the Act provides:

“12     Disputes

With respect to disputes concerning registered societies the following provisions shall have effect:

Every dispute between a member, or person claiming through a member or under the rules of a registered society, and the society or an officer thereof, shall be decided in manner directed by the rules of the society, if they contain any such directions, and the decision so made shall be binding and conclusive on all parties without appeal, and shall not be removable into any Court, or restrainable by injunction; and application for the enforcement thereof may be made to the District Court: …”

[28]Rule 35 of the rules then adds:

“35.     DISPUTES

35.1 Under these rules every dispute between a Member, Taxi Operator, or Person and the Society or an officer thereof shall be decided by the Board whose decision shall be binding and conclusive on all parties.”

13     Malhi v Auckland Co-operative Taxi Society Ltd [2014] NZHC 2814, [2015] 2 NZLR 552 at [34]- [39].

[29]               An identical provision, r 72, was at issue in Malhi. After an extensive review of authorities considering s 12, I concluded “if a decision falls within the rules of the Society the Court will not have the jurisdiction to review”,14 but added:

“[34] In my view, the term “in manner directed by the rules” under s 12, must refer to the dispute resolution procedure set out in the rules. Therefore the principle established in Dickey's Travel Services is that the Court has jurisdiction to determine whether the dispute was decided in the manner directed by the rules, meaning by the correct process. Otherwise decisions made under an incorrect process would be tainted and a nullity.”

(footnotes omitted)

[30]               In Dickey’s Travel Services, whether the society was acting in the prescribed manner was at issue. Woodhouse J held that if the society was not acting in the correct manner any decision made would be a nullity as it had not been made in accordance with the rules.15

[31]               Dealing with the question of whether r 72 ousts the Court’s jurisdiction to deal with the applicant’s claims of failure to comply with the rules of the society’s convention, I noted in Malhi:

“[36] Although neither counsel made submissions to this effect, no doubt because the issue was raised so late, I am satisfied that this Court has jurisdiction. It has long been held that privative clauses do not operate to oust a Court's power to review for an error of law, within or without jurisdiction.

…

[37] The rationale is that a decision based on an error of law falls beyond  the jurisdiction of the decision maker, and therefore, is not caught by the privative clause that prevents review of decisions. A decision beyond jurisdiction is not considered a “decision” as such.”

(footnotes omitted)

[32]               Given the relevant rule in Malhi is expressed identically to r 35 in this case, it provides a complete answer to the question of jurisdiction. This Court has jurisdiction to review the decisions made by the society for error of law, as well as, it should follow, procedural impropriety.

14     Malhi v Auckland Co-operative Taxi Society Ltd , above n 13 at [30].

15     Dickey’s Travel Services Ltd v Auckland Co-Operative Taxi Society Ltd [1973] 1 NZLR 93 (SC) at 95.

[33]               The principles summarised and applied in Malhi also answer Mr Khan’s submission concerning r 7.4, which provides an appeal process for expelled members. That rule relates to expulsion from the defendant society for substantive reasons. As Mr Meys submits it should not preclude the Court from reviewing the process followed in a decision to expel. There is a simple logic to this conclusion. If the facts as pleaded are correct, as is to be assumed at the strike out stage, a number of the plaintiffs have lost their membership due to procedural impropriety. If I was to accept Mr Khan’s submission, the aggrieved parties would have no avenue for recourse.

[34]               On that basis I would also have concluded it is reasonably arguable that standing and jurisdiction to review the present claim are not ousted by Gold Line’s rules.

[35]               Sensibly Mr Khan conceded these points. But he maintained a number of the claims brought by the plaintiffs were not judicially reviewable, either because they did not concern decisions at all, because they concerned decisions made by ATS not Gold Line, or because they concerned private contracts entered into by the plaintiffs. He accepted that the filing of a second amended statement of claim could, by streamlining the issues, forego the need for me to resolve the strike out application.

[36]               I put this to Mr Meys. He indicated there was scope for discussion. I thus ordered a brief adjournment while counsel negotiated the terms of a resolution.

The agreement

[37]               Counsel returned that afternoon with a joint memorandum recording the following resolution:

“…

3.The defendant will withdraw the application on the understanding that the plaintiffs will file an amended Statement of Claim.

4.The parties agree that the amended Statement of Claim will address the following issues in relation to judicial review:

(aa)     SGM and constitution review;

(a)airport tender;

(b)appointment of directors;

(c)resolution to suspend meetings;

(d)refusing SGM requisitions;

(e)removal of members;

(f)access to documents.

5.The issue of costs has not been agreed.”

[38]I accepted that resolution.

Result

[39]The strike out application, having been withdrawn, is dismissed.

[40]               I direct the plaintiffs to file a second amended statement of claim, consistent with the terms of the joint memorandum, within 20 working days of the date of this judgment.

[41]               As to costs, in the event the parties are unable to agree, I direct that memoranda, no greater than five pages in length, should be filed and served within 20 working days of the date of this judgment.

Discovery application

[42]               Following resolution of the strike out application, I indicated to Mr Meys that in my view I was not well-placed to resolve the discovery application until a second amended statement of claim had been filed. He nevertheless sought to make submissions on the application with a view to persuading me otherwise. I permitted him to do so.

[43]The plaintiffs seek discovery of the following:

(a)For the purposes of inspection, production of the original versions of:

(i)the original documents referred to at paragraph 52 of the amended statement of claim, being the purported share surrender;

(ii)the defendant’s shareholder register and share transfer book relating to the period since 1 October 2015 to date; and

(iii)all board of directors’ resolutions and minutes since October 2015 to date.

(b)Copies of:

(i)the documents referred to above;

(ii)the defendant’s annual financial accounts relating to the financial years ending March 2016 and March 2017; and

(iii)the defendant’s bank statements from 1 October 2015 to date.

[44]               The plaintiffs also seek discovery of affidavits of the sixth to ninth plaintiffs filed in the District Court proceedings, which is unopposed.

Principles

[45]               Section 14 of the Judicial Review Procedure Act provides for orders and directions in judicial review proceedings, including orders for discovery:

“14     Orders and directions

(1)A Judge may make any of the orders and directions specified in subsection (2)—

(a)at a case management conference held under section 13; or

(b)at any other time before the hearing of the application.

(2)The orders and directions referred to in subsection (1) are orders and directions to—

…

(h)require   a   party   to   make   discovery,   produce documents, or both:

…”

[46]               As Mr Khan points out, discovery orders in judicial review proceedings remain discretionary. He submits, as the Court of Appeal stated in Chatfield, “the power is discretionary and therefore in marked contrast from the position that applies in an ordinary proceeding.”16

[47]               But Thomas J has recently provided comment on discovery under the new Judicial Review Procedure Act:17

“[26] As far as judicial review is concerned, the Judicial Review Procedure Act 2016 provides that a judge may, at any case management conference or at any other time, require a party to make discovery, produce documents or both. The purpose of any case management conference (and implicitly the purpose of any orders or directions made) is to ensure that any application may be determined in a convenient and expeditious manner and that all matters in dispute may be effectively and completely determined.

[27]  It is not apparent, therefore, that there is any real difference in respect of the tests for discovery whether the matter is one of judicial review or an ordinary civil proceeding. The reason discovery might not be appropriate in a judicial review case, or where appropriate discovery might be very limited, would simply reflect the issues in the case and the context of judicial review proceedings which are often brought as a matter of urgency.”

[48]               As she stated, “the considerations in all cases are relevance and proportionality”.18 On the subject of relevance:19

“The starting point in such a consideration of appropriate tailored discovery orders must be an analysis of the issues. Discovery categories will reflect the issues and will only be ordered for the discovery of documents that are relevant to those issues. Except in exceptional circumstances, these issues

16     Chatfield & Co Ltd v Commissioner of Inland Revenue [2016] NZCA 614, (2016) 27 NZTC 22- 084 at [20].

17     New Zealand Steel Ltd v Minister of Commerce and Consumer Affairs [2017] NZHC 3232 (footnotes omitted).

18 At [28].

19     Commerce Commission v Cathay Pacific Airways Ltd [2012] NZHC 726 at [13].

will be discernible from a review of the pleadings. Discovery orders that are essentially of a ‘fishing’ nature are not part of tailored discovery. Orders will not be granted where the categories do not relate to a pleaded relevant issue, but rather a non-pleaded issue which might be pleaded should discovery reveal documents that support such a pleading.”

[49]               Proportionality here concerns the fact in judicial review proceedings the merits of the decision are not at issue; the documents discovered should be appropriate for and proportionate to the subject matter at issue.20

Submissions

[50]               Mr Meys made submissions on each of the discovery categories, except the affidavits, which as noted were unopposed. He submitted the issues for which discovery was relevant were sufficiently determinate for discovery purposes, having been agreed by counsel:

(a)wrongful and/or illegal appointment of directors;

(b)the resolution of the board to hold no more AGMs or SGMs;

(c)the directors’ rejection of a requisition calling for an SGM;

(d)the decision to call an SGM without giving the plaintiffs notice;

(e)indicating to the plaintiffs they could not speak or vote at the SGM;

(f)the decision to transfer Gold Line’s business to ATG; and

(g)investigating and terminating the plaintiffs’ shareholdings without providing access to relevant evidence.

[51]               He submitted the share register and transfer book were relevant because there was a dispute as to share ownership, and because the basis on which the plaintiffs were excluded from participating in the SGM was that they did not own shares.

20     New Zealand Steel Ltd v Minister of Commerce and Consumer Affairs, above n 17, at [73]-[74].

[52]               He then submitted Gold Line’s board resolutions and minutes were necessary to clarify the reasons for each impugned decision, and because they might shed light on the decision-making process.

[53]               Finally, Mr Meys submitted original documents were necessary to determine whether the copies provided were fraudulent. He insisted that if discovered, no copies would be made, and the originals would remain in his office.

[54]               Mr Khan opposed discovery at this stage on the basis it was premature. He also raised a number of concerns in relation to each discovery category, largely questioning the relevance of the material sought to be discovered to the issues in the proceeding.

Analysis

[55]               Having heard from counsel I agree with Mr Khan that an order for discovery is premature at this stage. The opacity of Mr Meys’ submissions underscores this conclusion. He was unable to address with any precision which issues in the proceeding would be served by discovery of the material sought. I accept as a general proposition that aspects of the material may be relevant to issues requiring determination, but that is not the threshold, particularly in a judicial review proceeding.

[56]               As Thomas J emphasised, relevance is a guiding consideration in the grant of discovery orders in judicial review proceedings. The starting point in the determination of a discovery application requires an analysis of the issues, which should be discernible from the pleadings.21 The central question is whether the categories of discovery sought are relevant to issues raised in the pleadings.

[57]               While Mr Meys has identified in a general manner what issues are likely to be at issue, in the absence of refined pleadings the distinction between relevance and “fishing” is hard to draw. In that context, I do not consider I am sufficiently well placed to resolve the discovery application.

21     This point was also emphasised in Chatfield & Co Ltd v Commissioner of Inland Revenue, above n 16, at [21], and Commerce Commission v Cathay Pacific Airways Ltd, above n 19, at [13].

[58]               I am fortified in this conclusion by the absence of any claim of prejudice to the plaintiffs. Mr Meys did not point to any prejudice or disadvantage the plaintiffs might suffer if I was to decline to resolve the discovery application at this stage. On the contrary, I consider the plaintiffs will be better placed to argue in favour of discovery once refined pleadings are before the Court.

Result

[59]The strike out application is dismissed.

[60]               The plaintiffs are to file a second amended statement of claim, consistent with the terms of the joint memorandum, within 20 working days of the date of this judgment.

[61]               The discovery application is adjourned pending the filing of a second amended statement of claim. Following the filing of a second amended statement of claim, if the parties are unable to agree on the terms of an appropriate discovery order, the discovery application should be relisted for scheduling.

Costs

[62]               As to costs, in the event the parties are unable to agree, I direct that memoranda, no greater than five pages in length, should be filed and served within 20 working days of the date of this judgment.

Moore J

Solicitors/Counsel:

Neilsons Lawyers, Auckland Fortune Manning, Auckland

Appendix

“Improper Decisions”	Paragraphs ASOC	Date
1.	Appointment of directors who were not shareholders and without SGM or elections	29; 75.1	Early 2016
2.	Prohibition on meetings and elections without amending the Rules	30.2(b); 75.2	March 2016
3.	Refusing to allow Amarjeet Singh (7th Plaintiff) to drive his taxi at the Airport	30.1; 75.3 6-	9 March 2016
4.	First decision to refuse access to evidence, SGM and elections	34; 75.4	19 April 2016
5.	Failure to call an AGM or produce financial - reports to shareholders at such AGM in June 2017 accordance with the Rules	46; 75.5	October 2015 – June 2017
6.	Decision to move the Society’s business into ATS	36, 75.6	7 May 2016
7.	Taking no action against ATS for ATS rejection of applications from: 1.   Anil Kumar (Eighth Plaintiff); 2.   Vikas Saharan (Ninth Plaintiff); 3.   Amarjeet Singh (Seventh Plaintiff); 4.   Sikanderjeet      Singh      (Thirtheenth Plaintiff); and the preference for non-member drivers	39; 40; 75.7	8 June 2016; early June 2016
8.	Decision to prefer ATS over Gold Line	44; 75.8	August 2016
9.	Targeting the following plaintiffs for audits without requesting similar audits from other 2017shareholders: 1.       Vipan Kumar (fifth plaintiff); 2.       Ramal Deep (first plaintiff); 3.       Kahlon Singh (fourth plaintiff).	45; 75.9	21 - 31 May
10.	The threat to coerce the SGM group	51; 75.10	6 June 2017
11.	Second decision to refuse to allow access to evidence or hold SGM elections	54-57; 75.11	13 - 21 June 2017

“Improper Decisions”	Paragraphs ASOC	Date
12.	Alteration of purported share surrender documents	59; 75.12	June 2017
13.	Failure to give notice of purported SGM to plaintiffs or allow them to vote	69; 71; 75.13	July 2017
14.	Rule changes x 5	72; 75.14	15 July 2017

“Improper Procedures”
15.	Refusing or failing to provide a formal decision or reasons for Amarjeet Singh not being able to drive his own taxi at the Airport.	76.1	March 2016
16.	Decision  to  terminate  and  deactivate  Mr Gill (Sixth Plaintiff) "without investigation"	31; 76.2	29 March 2016
17.	Decision to terminate and deactivate Amarjeet Singh (Seventh Plaintiff) “without investigation”	31; 76.2	29 March 2016
18.	Decision to terminate and deactivate Anil Kumar (Eighth Plaintiff) “without investigation”	31; 76.2	29 March 2016
19.	Requiring KJ Singh to attend disciplinary meetings: -   Without providing supporting documents in advance; -    Accepting historic allegations over KJ Singh's evidence; Terminating KJ Singh’s membership without providing all relevant information to him	41-43; 76.3	July 2016
20.	Requiring Vipan Kumar (fifth plaintiff) to attend a disciplinary meeting without providing allegations or supporting documents in advance	50; 54; 55; 76.4	5 June 2017 - 15 June 2017

“Improper Procedures”
21.	Requiring Kahlon Kulvir Singh (fourth plaintiff) to attend a disciplinary meeting without providing allegations or supporting documents in advance	50; 54; 55; 76.4	5 June 2017 - 15 June 2017
22.	Requiring Ramal Deep (first plaintiff) to attend a disciplinary meeting without providing allegations or supporting documents in advance	45.5; 76.4	26 May 2017
23.	Requiring information from Vipan Kumar (fifth plaintiff) without providing a reasonable time to comply	45.1; 76.5	21 May 2017
24.	Requiring information from Kahlon Kulvir Singh (fourth plaintiff) without providing a reasonable time to comply	45.6; 76.5	27 May 2017
25.	Requiring information from Ramal Deep (first plaintiff) without providing a reasonable time to comply	45.4; 76.5	25 May 2017
26.	Terminating Vipan Kumar (fifth plaintiff)’s share earlier than first indicated and without allowing request for adjournment	50.2; 55; 76.6	5; 14 June 2017
27.	Terminating Kahlon Kulvir Singh (fourth plaintiff)’s share earlier than first indicated and without allowing request for adjournment	50.2; 55; 76.6	5; 14 June 2017
28.	Failing or refusing to provide the “SGM Group” (First, second and third plaintiffs) with an opportunity to consider the “purported share surrender” or have a copy to take home	51; 76.7	6 June 2017
29.	Deactivation of Mr Deep’s (first plaintiff) vehicle “without a proper investigation or opportunity for a fair hearing”	64; 76.8	7 July 2017