King v Woods - [2013] NZHC 3467

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

CIV-2013-404-3532 [2013] NZHC 3467

BETWEEN ROBERT ALBERT DUNCAN KING First Plaintiff

INTERNATIONAL SERVICES AND SYSTEMS LIMITED
Second Plaintiff

ANDMARK WOODS Defendant

Hearing: 18 November 2013

Appearances: Mr B Stewart and Ms S O'Grady for first and second plaintiffs
Mr S Connolly for defendant

Judgment: 19 December 2013

JUDGMENT OF ASSOCIATE JUDGE J P DOOGUE

This judgment was delivered by me on
19.12.13 at 11 a.m., pursuant to

Rule 11.5 of the High Court Rules.

Registrar/Deputy Registrar

Date……………

KING & ANOR v WOODS [2013] NZHC 3467 [19 December 2013]

[1] The defendant’s association with the plaintiffs apparently began when he joined a company which had been started by the first plaintiff, United Cleaning Ltd (UCL) of which he was at some stage appointed general manager. He joined the company on 21 June 2001. His employment ended in 2012. Litigation has ensued between the parties over a number of matters including the employment contract.

[2] A number of loan transactions were entered into between the parties. In order to be clear about the issues in the case it is necessary to say something additional about the factual background.

[3] The defendant was employed by UCL as I have already noted. That business had been commenced by Mr King, the first plaintiff. At some point the shares in the company came to be owned by the second plaintiff. Later, the second plaintiff, (no doubt at the behest of Mr King) and the defendant entered into agreements for the sale of shares in the company in or about 2008. Mr Peter King.entered into agreements for the defendant and Mr King’s son to purchase shares in UCL from the second plaintiff.

[4] Finally the dealings between the parties included a number of advances which were made to the defendant by the first and second plaintiff. It is those advances which are the basis of the claims which the plaintiffs have brought in their current summary judgment application. The loans upon which the plaintiffs now sue were the subject of home-made acknowledgements of debt. They will be described in detail further below in this judgment.

[5] Originally the plaintiffs claim extended to some 13 different transactions but at the hearing on 18 November Mr Stewart for the plaintiffs advised that the claim for summary judgment would now be limited to some five claims.

[6] Broadly speaking there are three defences advanced:

a) the defendant did not receive the money that was said to have been advanced to him;

b)the obligation to repay was conditional upon a future event occurring which was either a sale of shares in UCL or a sale of the company’s business;

c) the advances were caught by the provisions of the Credit Contracts and Consumer Finance Act (“the Act”), to which more detailed reference is made below. Because the creditors failed to comply with the legislation, they cannot now take steps to recover.

Repayment on sale of the company’s business

[7] As…

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 King v Woods

Details

AGLC: King v Woods [2013] NZHC 3467
Case: [2013] NZHC 3467
Decision Date: 19 December 2013

CaseChat Overview and Summary

The case of King v Woods involved a dispute between the plaintiffs, Robert King and International Services and Systems Limited, and the defendant, Mark Woods, over a series of loans made to the defendant. The plaintiffs sought summary judgment for the outstanding amounts of the loans, interest, and costs. The legal issues in the case were whether the loans were repayable on demand, whether the loans were repayable upon the sale of the company's shares or business, and whether the loans were subject to the Credit Contracts and Consumer Finance Act. The Court found that the loans were repayable on demand, and that there was no arguable defence that the loans were repayable upon the sale of the company's shares or business. The Court also found that the plaintiffs were not in the business of lending money and that the loans did not fall within the provisions of the Credit Contracts and Consumer Finance Act. The Court granted summary judgment in favour of the plaintiffs for the amounts claimed, interest, and costs.

Orders