Little Hen Limited v FLZJ Limited
[2025] NZHC 1340
•27 May 2025
IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY
I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE
CIV-2025-404-948
[2025] NZHC 1340
UNDER Rule 32.3 of the High Court Rules 2016 BETWEEN
LITTLE HEN LIMITED
Applicant
AND
GLZJ LIMITED
First Defendant
BINBO GE
Second DefendantZIOU JIANG
Third DefendantLUXE CAPITAL LP, PROPERTY DEVELOPMENT LIMITED
Fourth Defendant
CAN ZHANG
Fifth Defendant
Hearing: On the papers Counsel:
A S Ahmed for the Applicant
Judgment:
27 May 2025
JUDGMENT OF HARVEY J
This judgment is delivered by me on 27 May 2025 at 2.15 pm pursuant to r 11.5 of the High Court Rules
………………………………
Deputy Registrar
Solicitors:
Adnan Syed Ahmed, Dairy Flat, Auckland
LITTLE HEN LIMITED v GLZJ LTD & ORS [2025] NZHC 1340 [27 May 2025]
Introduction
[1] On 24 April 2025, Little Hen Ltd (LHL) filed a without notice originating application for a freezing order against five defendants: GLZJ Ltd — in liquidation (GLZJ), Binbo Ge, Ziou Jiang, Luxe Capital LP Property Development Ltd (Luxe) and Can Zhang. The orders sought relate to real property at 63–65 Victoria Street, Onehunga, Auckland (the property).
[2] Similar freezing orders were sought in related proceedings on 7 March 2025. Lang J declined to grant the application on the basis that the affidavit evidence did not establish, even to an arguable standard, that the transaction was fraudulent.1 He found there was insufficient danger of imminent disposition of the property to justify orders being made on a without notice basis. Accordingly, he made directions for service and provided for the matter to be placed back in the Duty Judge List. Then, on 2 April 2025, Jagose J directed for the matter to be heard together with the second through fifth defendant’s application for summary judgment on 5 June 2025.2
[3] On 7 April 2025, LHL applied on notice for an interim injunction that essentially replicated the previous freezing orders, alongside some ancillary orders largely relating to discovery. This application will also be dealt with on 5 June 2025. In short, the current without notice application is LHL’s third attempt to secure freezing orders over the property. It is, in essence, an attempt to gain interim protection until LHL’s other freezing order applications are considered on 5 June 2025.
Background
[4] The factual background to this application is complex. It appears that LHL, Mr Ge and Ms Jiang entered into an arrangement under which LHL was nominated to purchase the property, completed various subdivision-related construction works upon it, and then sold the property to GLZJ (which was, at that point, jointly owned by Mr Ge and Ms Jiang).
1 Little Hen Ltd v GLZJ Ltd HC Auckland CIV-2025-404-627, 21 March 2025 (Minute of Lang J).
2 Little Hen Ltd v GLZJ Ltd HC Auckland CIV-2025-404-627, 2 April 2025 (Minute of Jagose J).
[5] Mr Cong Liu, currently the sole director of LHL, affirmed that GLZJ purchased the property from LHL on 9 September 2022 for $8 million. Mr Liu stated this was only possible because LHL lent GLZJ $2.6 million in vendor finance pursuant to their term loan agreement (TLA). In March 2022, GLZJ had also paid a deposit of
$1.6 million. Mr Liu gave evidence that GLZJ defaulted on its repayment obligations under the TLA on 17 July 2024. Accordingly, LHL placed GLZJ into voluntary administration based on the general security agreement between them. GLZJ was then placed into liquidation on 21 August 2024. GLZJ is now attempting to terminate this liquidation on the basis that the TLA was varied between the parties, and this matter was heard before Becroft J on 26 May 2025.
[6] Importantly, LHL brought the present related proceedings on 6 March 2025, alleging that the sale of the property between GLZJ and Luxe on 30 June 2023 was fraudulent and should be set aside under ss 52(1)(a) and 55 of the Land Transfer Act 2017. Mr Ahmed for LHL submitted that the sale was fabricated to avoid GLZJ’s obligation to repay LHL’s vendor finance of $2.6 million.
Discussion
[7] Before LHL’s substantive application for freezing orders can be considered, the first assessment must be whether the application can properly be brought and determined without notice.3 This application is made without notice on the primary basis that requiring LHL to proceed would unduly prejudice LHL by allowing for further dissipation of LHL’s assets. Mr Ahmed submitted that Luxe has already sold 8 of the 23 houses comprising the property between 9 April 2025 and 15 April 2025.
[8] Notably, in LHL’s memorandum and Mr Liu’s supporting affidavit of 21 March 2025, Mr Liu affirmed that “[h]alf of the 24 terraced townhouses built on the property may have been sold”. After reading this material, Lang J nonetheless considered there was insufficient risk of disposition to justify making orders on a without notice basis.
[9] In addition, on the basis of the evidence before the Court on 9 May 2025, Andrew J also considered it was unclear why the applicant’s concerns would not be
3 High Court Rules 2016, r 7.46(2).
addressed by the 5 June 2025 hearing, and that it was difficult to see that a proper basis had been made for the without notice application. Put another way, the matter has already been considered by this Court on two previous occasions. Apart from highlighting its concern that further houses might be sold before 5 June 2025, LHL provided no further justification for its without notice application. This concern was already argued unsuccessfully before Lang and Andrew JJ.
[10] Moreover, I consider that LHL has not taken all reasonable steps to ensure the present application and supporting documents contain all material relevant to the application, including any defence that might be relied upon by any other party and any facts that would support the position of any other party.4 Andrew J specifically required LHL to resubmit an amended application which, using form G32, certified that the above reasonable steps had been taken.
[11] Nevertheless, and despite providing such a certification, LHL made no mention in its amended application of the opposition and defences that GLZJ and other defendants had advanced as to LHL’s previous freezing applications. That included their proposed defence that LHL did not have the required registered or unregistered interest in the property needed for fraud under the Land Transfer Act 2017. These defences were put to LHL on 24 April 2025 by the defendants’ statement of defence, affidavits in opposition and interlocutory application for summary judgment. Accordingly, LHL had notice of this opposition and these defences by 15 May 2025 when Mr Ahmed filed LHL’s amended originating application in the present proceedings in accordance with Andrew J’s directions.
[12] In summary, I consider that LHL has not complied with r 7.23(2)(b). In the circumstances, it is therefore appropriate to dismiss the application per r 7.23(4)(a). The omitted information was significant and, without its inclusion, I am not satisfied that LHL’s duty of candour has been discharged to such an extent that natural justice is not impermissibly threatened.5 In particular, the procedural background to this application and the fact that this is LHL’s third application for similar orders,
4 See r 7.23.(2)(b) of the High Court Rules 2016.
5 Rae v Commissioner of Police [2023] NZCA 4, [2023] NZAR 17 at [47]; and Commissioner of Police v Shakib [2024] NZHC 1667 at [61].
underscores the need for full disclosure when making without notice applications to ensure that the Court is not misused to avoid known defences or legitimate grounds for opposition.
[13] Given the upcoming hearing on 5 June 2025 for LHL’s other on notice freezing order applications, there is also seemingly no rationale to give directions as to service and to adjourn the present application. Rather, as noted by Andrew J, LHL’s concerns can instead be addressed by the hearing of their other applications on 5 June 2025.
Decision
[14]The application is declined.
Harvey J
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