Hunt v Noa Development Group Limited

[2019] NZHC 3407

IN THE HIGH COURT OF NEW ZEALAND CHRISTCHURCH REGISTRY

I TE KŌTI MATUA O AOTEAROA ŌTAUTAHI ROHE

CIV-2019-409-527

[2019] NZHC 3407

UNDER

Section 284 of the Companies Act 1993 and Part 19 of the High Court Rules 2016

IN THE MATTER OF

the liquidation of RBH Limited (in liquidation)

BETWEEN

BRENTON JOHN JOSEPH HUNT

Applicant

AND

NOA DEVELOPMENT GROUP LIMITED

Respondent

Hearing:	31 October 2019 (and on the papers)
Appearances:	H D P van Schreven for Applicant
Judgment:	18 December 2019

JUDGMENT OF ASSOCIATE JUDGE LESTER

This judgment was delivered by me 18 December 2019 at 4.30pm pursuant to Rule 11.5 of the High Court Rules

Registrar/Deputy Registrar

18 December 2019

HUNT v NOA DEVELOPMENT GROUP LIMITED [2019] NZHC 3407 [18 December 2019]

[1]    The applicant, Mr Hunt, seeks an order under s 284 of the Companies Act 1993 (“the Act”) declaring that he was validly appointed as liquidator of RBH Ltd (“the company”) pursuant to a special resolution of shareholders dated 5 September 2019.

[2]    On 5 September 2019, a form of special resolution was passed by what the liquidator understood to be the shareholders of the company. The special resolution was signed by NOA Development Group Ltd which was recorded as holding 90 of the 100 shares issued in the company. It was also signed by a Mr Butler, the owner of the remaining 10 shares.

[3]    However, after taking office, the liquidator discovered that NOA Development Group Ltd was on 17 July 2019 removed from the Register of Companies.

[4]    The liquidator has approached the directors of NOA Development Group Ltd and obtained their support for the liquidation and this application. The liquidator also applied for directions as to service to ensure that all creditors (secured and unsecured) of the company were given notice of this application along with the Registrar of Companies.

[5]    With the 90 per cent shareholder, NOA Development Group Ltd, having been struck off the Companies Office Register, the shares it held in the company vested in the Crown to be administered by the Secretary of the Treasury. When the matter was first called, I queried with Mr van Schreven whether the Secretary of the Treasury had been served.

[6]    Mr van Schreven wrote to the Secretary of the Treasury providing copies of the application and supporting affidavit. Mr van Schreven explained in that letter that the application was being advanced on the basis that the Secretary was being asked to ratify the validity of the resolution.

[7]    Mr van Schreven has produced to the Court a copy of a letter from the Treasury recording that the Crown has no objection to the orders sought by the applicant and that the Crown does not wish to be heard.

[8]    Given that the present holder of the 90 shares that were voted in favour of the liquidation has no objection to the liquidator’s appointment being confirmed, I see no impediment to the making of the orders sought.

[9]No other party served has taken any steps.

[10]   Accordingly, there is an order under s 284 of the Companies Act 1993 declaring that Brenton John Joseph Hunt was validly appointed as liquidator of the company pursuant to the special resolution of shareholders dated 5 September 2019.

[11]   I make that order as I consider the approach adopted by the Crown amounts to ratification of the resolution.1

[12]There is no order as to costs.

Associate Judge Lester

Solicitors:
Clark Boyce, Christchurch

1      Grant v ML Trustees 7111 Ltd [2015] NZHC 1503.