H&W Partner Group Limited v Wang

[2025] NZHC 3405

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE

CIV-2025-404-965

[2025] NZHC 3405

BETWEEN

H&W PARTNER GROUP LIMITED

First Plaintiff/Applicant

JIAN WANG
Second Plaintiff\Applicant

AND

ZHAN WANG

First Defendant

W AND W LIMITED

Second Defendant

Hearing:

6 November 2025

Appearances:

B Prewett for the plaintiffs

M Lenihan for the first defendant
No appearance for the second defendant

Judgment:

10 November 2025

JUDGMENT OF BLANCHARD J

This judgment was delivered by me on 10 November 2025 at 2.30 pm pursuant to Rule 11.5 of the High Court Rules 2016

Registrar/Deputy Registrar

Solicitors:

C Zhong, Bankside Chambers, Auckland P Zheng, Northern Legal Ltd, Auckland

H&W PARTNER GROUP LTD v WANG [2025] NZHC 3405 [10 November 2025]

[1]    The plaintiffs, H&W Partner Group Ltd (H&W) and Jian (Willy) Wang (Willy),1 apply for freezing orders and ancillary orders against the first defendant, Zhan (Ken) Wang (Ken).2

The property development

[2]    The parties worked on and funded a property development in Greenhithe, Auckland.   The vehicle for the property development was the second defendant,    W and W Ltd (W&W). Capital contributions were provided by the plaintiffs and Ken. The development is complete.  All the properties  have been sold  and the proceeds of sale have been received by W&W.

[3]    The parties’ contributions were to be reimbursed and the profits then divided between the parties in accordance with agreed terms. Some contributions were reimbursed, but the payments then stopped.

Ken misappropriates $3,249,000

[4]    On 26 August 2024, Ken, who had control of W&W’s bank account, transferred $3,249,000 (all but $922 of the funds in W&W’s account) into his personal account.

[5]    According to Ken, approximately $1 million of the funds has been spent (albeit to a significant extent on expenses related to the development). $2,292,809.77 now remains.

[6]    In April 2025, these proceedings were commenced. Since then, Ken has refused to return the remaining money. Instead, he transferred the funds to China.

[7]    As I said during the hearing, Ken should not have taken the $3,249,000 from W&W’s bank account. There was no good reason for him to take the funds.

1      Willy is the sole director and shareholder of H&W.

2      In submissions and affidavits, the second plaintiff and first defendant are referred to by their English first names. To avoid confusion and meaning no disrespect, I adopt the same practice.

Judgment of Associate Judge Gellert

[8]    Further background is set out in a judgment of Associate Judge Gellert dated 7 October 2025 on the plaintiffs’ application for summary judgment.3

The issues

[9]The issues in dispute in the application are narrow.

[10]   Ken does not deny that the plaintiffs have a good arguable case, that he has assets to which the freezing orders can apply, and that there is a real risk that he will dissipate or dispose of those assets. Accordingly, he accepts that the essential requirements for freezing orders are made out.4

[11]The three issues that Ken does raise relate to:

(a)the undertaking as to damages;

(b)delay by the plaintiffs in bringing their application; and

(c)the limit on the amount to which the freezing orders apply.

Undertaking as to damages

[12]   The plaintiffs have provided an undertaking  as to  damages as required  by  rr 32.2(5) and 32.6(4) of the High Court Rules 2016. However, Ken says that freezing orders should not be made because the plaintiffs have provided insufficient evidence of their ability to discharge the obligation created by the undertaking (should they   be required to do so).

[13]The evidence provided by Willy regarding his assets is as follows:

(a)he and his wife currently have $382,188.10 in their bank account; and

3      H&W Partner Group Ltd v Wang [2025] NZHC 2950 at [10]–[24].

4      Shaw v Narain [1992] 2 NZLR 544 (CA) at 548.

(b)they own a home and an investment property in Auckland.

[14]   Ken says that the evidence regarding Willy’s assets is vague and unsatisfactory. He says that, as the bank account is a joint one in the name of Willy and his wife, only half of the money ($191,094.05) belongs to him. There is nothing stopping him from disposing of the funds.

[15]   Ken also points to the fact that no details have been provided regarding Willy and his wife’s home and investment property.

[16]   In addition, Ken notes that he is making counterclaims in this proceeding relating to the property development. He says it  is quite possible that the outcome  of the proceeding could be that the plaintiffs are liable to him for an amount that exceeds his liability to them.

[17]   I do not accept Ken’s submissions for two reasons. First, he has not alleged that he will suffer any loss as a result of freezing orders being made. There is no evidence whatsoever that he will suffer any loss.

[18]Second, the need for freezing orders has arisen because Ken misappropriated

$3,249,000 from W&W’s bank account.  If the  $2,292,809.77 that he says remains is returned to the company’s bank account and sufficient protections are put in place to ensure that they are not taken again, it is highly likely that there would be no further need for freezing orders.

[19]   Ken relies on Whitford Properties Ltd (in rec and liq) v Bruce,5 and Gillette v Green.6 But I do not see either of these authorities as supporting his argument. Both are clearly distinguishable from the present case.

[20]   In the Whitford case, an undertaking was given but it was capped at $200,000. This was plainly inadequate because the freezing orders were intended to prevent the sale of a high value property. The plaintiff’s case was that the property should not sell

5      Whitford Properties Ltd (in rec and liq) v Bruce [2015] NZHC 1426.

6      Gillette v Green [2018] NZHC 417.

for less than $21 million. Consequently, Wylie J said, “There must be every prospect that the resulting damages, if a freezing were to be made, could be substantial.”7     In contrast, as I have said, in the present case there is no evidence at all that Ken will suffer loss as a result of freezing orders being made.

[21]   In Gillette, Grice J refused to grant freezing orders because there was no evidence at all as to the plaintiff’s means.8 However, the decision was in relation to a Pickwick application and the Judge said that, if the plaintiff wished to proceed on a fully notified basis, the “whole matter will of course be considered afresh”.9 As the application for freezing orders proceeded on a Pickwick basis, the Court had limited or no information regarding any losses that the defendants may suffer as a result     of freezing orders being made. In contrast, in the present case, Ken has had an opportunity to provide evidence regarding losses that he may suffer but has not   done so.

Delay

[22]   Willy first became aware that Ken had transferred the funds on 10 September 2024. Ken’s solicitors disclosed the fact that the remaining funds had been transferred to China on 29 July 2025. Despite this, the present application was not made until  12 September 2025.

[23]   Willy has not explained why he did not take action earlier. It is puzzling that he did not do so. However, as Ken has not pointed to any prejudice that the delay has caused him, I do not see this as being a relevant factor.

Limit on the amount of the order

[24]   Willy  seeks orders that freeze up to $3,249,000 because that is the amount   of the money taken by Ken from W&W’s bank account. However, Ken says that the limit should be lower because various amounts should be deducted from $3,249,000 to reach an appropriate figure.

7      Whitford Properties Ltd (in rec and liq) v Bruce, above n 5, at [77].

8      Gillete v Green, above n 6, at [33].

9 At [36].

[25]   Before I go further, I need to say something about the way in which the parties say the funds held by W&W should be distributed. There are some differences between what Willy and Ken say about what was agreed, but it seems to me that they essentially agree on the following:

(a)development expenses should be paid;

(b)each of them should then be repaid their capital contributions to the development;

(c)Willy should then be paid $1 million; and

(d)finally, any remaining profits should be split between them with Willy receiving 70 per cent and Ken receiving 30 per cent.

[26]   The agreement on these points is subject to Ken’s counterclaims. But Ken accepts that, for the purpose of setting the limit on the freezing orders, the counterclaims must be put to one side.

[27]   Ken says that, at the time he took the $3,249,000 from W&W’s bank account, not all expenses of the development had been paid. He says that a further $918,839.71 was paid after that time using the funds. If the figure of $918,839.71 is deducted from the figure of $3,249,000 the result is $2,330,160.29.

[28]   Willy and Ken both agree that the plaintiffs have unrepaid capital contributions of at least $1,052,000. Ken says that he has unrepaid contributions of $836,152.80, although this figure is not accepted by Willy.

[29]   Ken also says that W&W has several creditors whose invoices are disputed. These creditors’ invoices total $325,827.94. Ken says allowance needs to be made for amounts that may need to be paid to these creditors and for legal fees for defending claims by these creditors.

[30]   Ken says that the figure of $2,330,160.29 should be reduced by $836,152.80 (the amount of his contributions that he says is unpaid) and $325,827.94 (the amount

of  the  disputed creditor claims).    Deducting these amounts produces a figure of

$1,168,179.55. If an estimate of legal fees for defending claims by creditors was deducted, the figure would reduce further.

[31]   Willy takes issue with some of the expenses that Ken says he has paid from the funds. However, the invoices he points to total only $1,532.59. There does not appear to be any issue with the other expenses. The other invoices are addressed to W&W, they postdate Ken taking the $3,249,000 and they look like they relate to genuine business expenses. On this basis, I accept that the limit on the freezing orders should be $2.3 million.

[32]   However, I do not accept that there should be any further reduction in the limit at this stage. As I have said, the contributions claimed by Ken of $836,152.80 are not accepted by Willy. Further, very little information has been provided regarding the claims of the disputed creditors who are said to be owed $325,827.94. The limit may be reduced at a later time if further information is provided that demonstrates it is appropriate.

The orders sought

[33]Ken seeks several amendments to the orders sought by Willy.

[34]The draft orders that have been provided by Willy include the following:

4.This freezing order is made in respect of the following assets:

(a)funds in any bank accounts held or controlled by the first defendant, whether in New Zealand, China, or otherwise, to a maximum of $3,249,000; and

…

[35]   Of course, the figure of $3,249,000 must be replaced with $2,300,000 for the reasons discussed above. But  Ken  also  objects  to  the  inclusion  of  the  words  “or controlled” because they do not appear in the standard orders in the High Court Rules and they may create confusion.

[36]   I accept that often it will not be appropriate to include these additional words. But in this case, I consider that it is justified.   If the inclusion of the words creates    a practical issue for Ken, he can seek a variation of the orders. However, I consider that cl 4(a) of the orders should be split in two so it reads:

4.This freezing order is made in respect of the following assets:

(a)funds in any bank accounts held by the first defendant, whether in New Zealand, China, or otherwise, to a maximum of $2,300,000;

(b)funds in any bank account controlled by the first defendant, whether in New Zealand, China, or otherwise, the source of which is the $3,249,000 taken from the second defendant’s bank account; and

…

[37]   Ken’s second issue relates to cl 6(b) of the draft orders which would allow him to deal with the assets covered by the orders for the purpose of “paying legal expenses related to the freezing order”. He seeks to widen this so that it allows payment of legal expenses incurred relating to “the hearing of this proceeding up to and including a trial of the same”. Willy accepts this amendment should be made and I agree also.

[38]   Ken also seeks to amend cl 6(b) so that it covers payment of legal fees relating to the disputes with the creditors whose invoices total $325,827.94. However, I do not consider that this change should be made. Minimal information has been disclosed about these disputes. If necessary, further information may be provided regarding these disputes and a variation to the freezing orders sought to allow these legal costs to be paid.

The ancillary orders

[39]   The ancillary orders seek information regarding Ken’s assets and what has become of  the  $3,249,000.  Ken  has  no  specific  objections  to  these  orders  and I consider them to be appropriate.

Result

[40]   I grant the application for freezing orders. I make the orders sought subject  to reduction of the limit to $2,300,000 and the amendments at [36] and [37] above.

[41]I grant the ancillary orders.

[42]   In the event that the parties cannot agree on costs, they should file memoranda and I will determine the matter on the papers. The memorandum by the plaintiffs should be filed within 20 working days of today, and any memorandum by the defendants should be filed within a further 10 working days.

Blanchard J