Ecomi Technology Pte Ltd v MB Technology Ltd - [2024] NZCA 47

IN THE COURT OF APPEAL OF NEW ZEALAND

I TE KŌTI PĪRA O AOTEAROA

CA565/2022
[2024] NZCA 47

BETWEEN	ECOMI TECHNOLOGY PTE LTD Appellant
AND	MB TECHNOLOGY LTD Respondent

CA566/2022

BETWEEN

ORBIS BLOCKCHAIN TECHNOLOGIES LTD

First Appellant

JAHANZAIB KHAN
Second Appellant

DENISE MULLINGS
Third Appellant

AND

MB TECHNOLOGY LTD
First Respondent

ECOMI TECHNOLOGY PTE LTD
Second Respondent

DAVID SHU-HAN YU
Third Respondent

DANIEL CROTHERS
Fourth Respondent

Hearing:	4 May 2023
Court:	Katz, Hinton and Churchman JJ
Counsel:	C P Browne and C J L Martin for Appellant in CA565/2022 R M Keane for Appellants in CA 566/2022 J S Cooper KC and L C Sizer for Respondent in CA565/2022 and First Respondent in CA566/2022 No appearance for Third and Fourth Respondents in CA566/2022
Judgment:	7 March 2024 at 11.30 am

JUDGMENT OF THE COURT

A The appeals are dismissed.

BThe appellants must pay MB Technology Ltd (the respondent in CA 565/2022 and the first respondent in CA 566/2022) costs for a standard appeal on a band A basis together with usual disbursements. We certify for second counsel.

____________________________________________________________________

REASONS OF THE COURT

(Given by Katz J)

Introduction

The parties

Background

Involvement with Ecomi
Involvement with Orbis [12]

Litigation history

The Singapore Action
The New Zealand Ecomi Action
The Orbis Action
Settlement Agreement
Amended statement of claim filed in the Orbis proceeding

The High Court decision

Has the Bonus Token Claim been settled?

Ecomi’s submissions
Orbis’s submissions
MB Technology’s submissions
Our view

Conclusion

Result

Introduction

David Yu and Daniel Crothers co-founded two related companies, Orbis Blockchain Technologies Ltd and Ecomi Technology Pte Ltd. MB Technology Ltd, through its director Benn Godenzi, agreed to provide advisory services to Ecomi and to invest in its “Ecomi Project”, which aimed to develop and promote what was described as “a digital economic ecosystem”. MB Technology also agreed to buy shares in Orbis from both Orbis itself and two earlier investors in Orbis, Denise Mullings and Jahanzaib Khan.
Unfortunately, by mid-July 2020, the relationship between Messrs Yu, Crothers and Godenzi had broken down. MB Technology brought proceedings against Ecomi, Mr Yu and Mr Crothers in Singapore (the Singapore Action). Having obtained worldwide freezing orders and other injunctive relief in the Singapore Action, MB Technology then sought mirror freezing and injunction orders against Ecomi, Mr Yu and Mr Crothers in New Zealand (the New Zealand Ecomi Action).
MB Technology did not make any claims against Orbis in the Singapore Action, because the Share Subscription Agreement under which MB Technology had agreed to purchase shares in Orbis contained an exclusive jurisdiction clause in favour of the New Zealand courts. Accordingly, on 9 September 2020, MB Technology commenced proceedings in this jurisdiction against Orbis, Mr Yu and Mr Crothers in relation to MB Technology’s investment in Orbis (the Orbis Action).
In December 2020, the parties entered into an agreement to settle the Singapore Action and the New Zealand Ecomi Action (the Settlement Agreement). The extent to which the Settlement Agreement also encompassed wider matters is in dispute. It is…

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.

Continue reading Ecomi Technology Pte Ltd v MB Technology Ltd

Details

AGLC: Ecomi Technology Pte Ltd v MB Technology Ltd [2024] NZCA 47
Case: [2024] NZCA 47
Decision Date: 7 March 2024 at 11.30 am

CaseChat Overview and Summary

Ecomi Technology Pte Ltd and Orbis Blockchain Technologies Ltd sought to appeal against a High Court decision that their applications for defendants' summary judgment and/or to strike out claims made by MB Technology Ltd were dismissed. MB Technology had brought proceedings against the appellants in Singapore and New Zealand, relating to its investment in Ecomi and Orbis. The parties subsequently entered into a settlement agreement, which provided for a full and final settlement of claims in relation to the Singapore Action and the New Zealand Ecomi Action, but expressly excluded the Orbis Action. MB Technology subsequently filed an amended statement of claim in the Orbis Action, including a claim for the return of bonus tokens for its investment in Orbis. The appellants applied for the Bonus Token Claim to be struck out on the basis that it was barred by the Settlement Agreement. The High Court rejected the applications, holding that the Bonus Token Claim did not fall within the scope of the Settlement Agreement. The Court of Appeal dismissed the appeals. The Court held that the Bonus Token Claim did not fall within the scope of the settlement clause in the Settlement Agreement, which set out the scope of the agreed settlement. The clause provided for a full and final settlement of all claims as between the parties in respect of, arising directly or indirectly out of, or in connection with the Singapore Action and the New Zealand Ecomi Action, and the allegations made in those proceedings. The court held that the Bonus Token Claim was not a claim arising directly or indirectly out of, or in connection with the Singapore Action, the New Zealand Ecomi Action, the allegations made in the Singapore Action, or the allegations made in the New Zealand Ecomi Action. The claim related solely to MB Technology's investment in Orbis. The appeal was dismissed and the appellants ordered to pay MB Technology costs on a standard appeal basis.

Orders