Huang v Z&H Venture Limited

[2020] NZHC 1675

IN THE HIGH COURT OF NEW ZEALAND HAMILTON REGISTRY

I TE KŌTI MATUA O AOTEAROA KIRIKIRIROA ROHE

CIV-2020-419-116

[2020] NZHC 1675

UNDER

the Companies Act 1993

BETWEEN

WEIHONG HUANG AND RAN WEI

Plaintiffs

AND

Z&H VENTURE LIMITED

Defendant

Hearing:

13 July 2020

Appearances:

P Cornegé for the Plaintiffs

No appearance for the Defendant

Reasons for Judgment:

13 July 2020

REASONS FOR JUDGMENT OF ASSOCIATE JUDGE LESTER

This Reasons for Judgment was delivered by me on 13 July 2020 at 4.30pm pursuant to Rule 11.5 of the High Court Rules

Registrar/Deputy Registrar 13 July 2020

HUANG v Z&H VENTURE LIMITED [2020] NZHC 1675 [13 July 2020]

[1]    On Monday 13 July 2020 at 10.50am, I made an  order  placing  Z&H Venture Limited into liquidation with the Official Assignee appointed liquidator.

[2]    That order was made with the consent of the shareholders of Z&H Venture Ltd. Given that all shareholders wished Z&H Venture Ltd to be placed into liquidation, such would normally be achieved by way of a Shareholders’ Special Resolution. However, counsel advised that the extent of the breakdown in the relationship between the shareholders is such that they cannot agree on the identity of a liquidator.

[3]    Under s 241(3) of the Companies Act 1993 the shareholders cannot appoint the Official Assignee as liquidator.

[4]    The parties seek the Court liquidate Z&H Venture Limited on the just and equitable ground.

[5]    Given Z&H Venture Ltd has ceased trading, and given the breakdown in the relationship between the shareholders, it was in my view appropriate that an order for liquidation be made.

[6]By agreement, there was no order as to costs on the proceeding.

Associate Judge Lester

Solicitors:
Nolan & Lu, Hamilton

Copy to counsel:

Phillip Cornegé, Barrister, Hamilton Official Assignee