IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY
I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE
COMMERCIAL PANEL
CIV-2020-404-1541
[2025] NZHC 1012
BETWEEN MB TECHNOLOGY LTD
Plaintiff
AND
ORBIS BLOCKCHAIN TECHNOLOGIES LTD
First defendant
DAVID SHU-HAN YU
Second defendantDANIEL JOHN CROTHERS
Third defendantContinued overleaf
Hearing: 25 November–13 December 2024 Appearances:
J S Cooper KC, M A Corlett KC, JAR Barrow, S A Barker, B E Marriner and AJA Cameron for plaintiff
M Heard, R M Keane and I K Rollinson for first, fifth and sixth defendants
AJB Holmes for second and third defendants
C P Browne, J P Rea and J J Gosha for fourth defendantDate of judgment:
1 May 2025
JUDGMENT OF JAGOSE J
This judgment was delivered by me on 1 May 2025 at 2.30pm.
Pursuant to Rule 11.5 of the High Court Rules.
……………………………. Registrar/Deputy Registrar
MB TECHNOLOGY LTD v ORBIS BLOCKCHAIN TECHNOLOGIES LTD [2025] NZHC 1012 [1 May 2025]
ECOMI TECHNOLOGY PTE LTD
Fourth defendant
DENISE MULLINGS
Fifth defendant
JAHANZAIB KHAN
Sixth defendant
Contents
Introduction [1]
Context [6]
Background [15]
Discussion [31]
—was MB Technology entitled to have its name entered on Orbis’ share register in respect of the subscribed and transferred shares? [32]
… cancellation of contracts [37]
… transfer agreements [52]
… share subscription agreement [56]
… compensation [73]
—did the terms of the shares’ acquisition include entitlement to OMI tokens? [79]
—was the shares’ acquisition induced by misleading or deceptive conduct? [147]
… threshold assessment for misleading and deceptive conduct [153]
… first representation: secured 16 licences [169]
… second representation: Blocktower and Fenbushi offered to invest [172]
… third representation: Ecomi/Orbis [181]
… fourth representation: Niantic [188]
… fifth representation: business development OMI tokens [197]
… sixth representation: Comcast [210]
—Orbis’ counterclaims [221]
Result [230]
Final comments [233]
Costs [235]
Introduction
[1] In this proceeding, the plaintiff (MB Technology, incorporated in the British Virgin Islands) primarily seeks to enforce its claimed entitlement to have its name entered in the first defendant’s (Orbis, a New Zealand company, now formally renamed Orbis Technology Ltd) share register, because of its payments under share subscription and transfer agreements respectively with Orbis and the fifth and sixth defendants (Denise Mullings and Jahanzaib Khan, residents in the United Kingdom). And it seeks compensation in a proportionate amount of dividends subsequently paid to shareholders, plus interest. These formally are MB Technology’s third and fourth causes of action,1 respectively against Orbis and Orbis, Ms Mullings and Mr Khan, set out in its third amended statement of claim dated 5 July 2024 for trial.
[2] Otherwise MB Technology seeks damages for Orbis’ alleged breach of those agreements (MB Technology’s fifth and sixth causes of action, pleaded as alternatives respectively to its third and fourth causes). It also seeks damages on the ground its investment was obtained by misleading and deceptive conduct on the part of Orbis, through the second and third defendants (Orbis’ principal executive officers, David Yu and Daniel Crothers, both of Auckland in New Zealand). Mr Yu is Orbis’ sole director and original shareholder. This is MB Technology’s second cause of action.
[3] Separately, MB Technology seeks transfer of some 113 bitcoin worth of OMI tokens issued by the fourth defendant (Ecomi, a company incorporated in Singapore), under a contended contract collateral to its investment in Orbis. This is MB Technology’s first cause of action, against both Orbis and Ecomi. Mr Yu also is Ecomi’s sole director.
[4] Orbis says MB Technology cancelled its investment in Orbis before shares issued; alternatively, if after shares issued, such constituted MB Technology’s repudiation of the agreements, entitling the counterparties’ cancellation. Together with
1 MB Technology’s actual pleading claims rectification and compensation under both its third and fourth, and fifth and sixth, causes of action, differentiating between them on if the agreements were cancelled, and claiming damages in the alternative under the fifth and sixth causes. For ease of distinction, I characterise the former causes as seeking rectification and compensation irrespective of any cancellation and the latter causes as exclusively seeking damages alternatively to rectification and compensation.
Mr Yu and Mr Crothers, Orbis says there was no misleading or deceptive conduct on its or its principals’ parts to obtain the investment and, in any event, MB Technology made the investment expressly without reliance on anything said by or for Orbis. Finally, together with Ecomi, Orbis says MB Technology mischaracterises its entitlement to OMI tokens, which arose instead under now-settled arrangements.2
[5] Last, Orbis raises a counterclaim based on warranties in the share subscription and transfer agreements, as trumping any relief as may otherwise have been available.
Context
[6] Orbis and Ecomi deal in and with cryptoassets, using blockchain technology for their authentication and security. Some contextual explanation is helpful.3
[7] Cryptoassets are digital representations of economic value, the ownership of which is proven by computer code.4 As I will explain,5 there is an expanding range of use for cryptoassets.
[8] Cryptoassets use “distributed ledger technology” (DLT), a decentralised method of conducting and recording transfers of digital assets. By “decentralised” is meant users exclusively can confirm transactions without need for any central authority, such as a bank may fulfil in more orthodox financial dealings. The main function of the ledger is to establish a reliable history of transactions and so to prevent double-spending, that is, inconsistent transfers of the same cryptoasset to different recipients. Blockchain is the most widely known DLT network.6
2 In prior judgments, the former upheld by the Court of Appeal, I held MB Technology is not entitled in this proceeding to pursue claims for “compensation in OMI tokens (or reimbursement) for its advisory and exchange listing services to Ecomi”: MB Technology Ltd v Orbis Blockchain Technologies Ltd [2022] NZHC 1257 at [18]. See also Ecomi Technology Pte Ltd v MB Technology Ltd [2024] NZCA 47 at [68] and MB Technology Ltd v Orbis Blockchain Technologies Ltd [2024] NZHC 1469 at [9] and [15].
3 See also Birnie v Outward Ltd [2024] NZHC 2665 at [1]; Ruscoe v Cryptopia Ltd (in liq) [2020] NZHC 728 at [21]; Re Gatecoin Ltd (in liq) [2023] 3 HKC 401 at [11]–[20]; Tulip Trading Ltd (a Seychelles company) v Bitcoin Association for BSV [2023] 4 WLR 16 (CA) at [17]–[25].
4 UK Government Economic Crime and Corporate Transparency Act: cryptoassets – technical
(1 March 2024).
5 At [12]–[13] below.
6 UK Jurisdiction Taskforce Legal Statement on Cryptoassets and Smart Contracts (The LawTech Delivery Panel, November 2019) at [29].
[9] Blockchains bundle transaction records into data container structures known as ‘blocks’. Blocks are chained in chronological order.7 Each has its own unique identifier, a cryptographic hash. The hash protects both the information in the block and the block’s place on the chain, enabling an auditable trail of transactions.8
[10] To interact with a blockchain, users deploy an electronic wallet, which operates as a user account. The wallet generates a pair of alphanumeric digital keys to transact in cryptoassets, a public key and a private key, which are used to manage and control the user’s DLT-stored records and cryptoassets.9 The public key functions as an address or location for the user. The private key acts as a password to endorse transactions and prove ownership. The right to transact on a public key relies on a private key. Because a private key can be kept secret, exclusive ownership of cryptoassets is possible.10
[11] Currency is a medium of exchange, not backed by any physical commodity. Distinctly from physical government-issued and regulated “fiat” (from the Latin fiducia, meaning “trust”) currency, cryptocurrency is created and stored electronically on its respective blockchain. Cryptocurrency nonetheless is property in itself on orthodox principle.11 Exchanges enable the deposit or trade of cryptoassets on their platforms.12
[12] Cryptoassets are issued in an initial coin offering or token generation event (sometimes abbreviated respectively to ‘ICO’ or ‘TGE’), when coins or tokens are generated on their blockchain network and made available for sale. A “token” is a digital asset created and stored on an existing blockchain. There are specialised categories of “tokens”: exchange tokens (being cryptocurrency such as bitcoin or ethereum, sometimes abbreviated respectively to ‘btc’ or ‘eth’) connected to a specific
7 The UK Law Society Blockchain: Legal & Regulatory Guidance Third Edition (June 2023) at 30.
8 Justice Jackman “Is cryptocurrency property?” (speech to Commercial Law Association of Australia, Melbourne, June 2024).
9 The UK Law Society, above n 7, at 27.
10 At 28.
11 National Provincial Bank Ltd v Ainsworth [1965] AC 1175 at 1248; AA v Persons Unknown [2019] EWHC 3556 (Comm); and Ruscoe v Cryptopia Ltd (in liq) [2020] NZHC 728, [2020] 2 NZLR 809 at [104]–[119].
12 Ruscoe v Cryptopia Ltd (in liq) [2020] NZHC 728, [2020] 2 NZLR 809 at [5].
blockchain; security or utility tokens redeemable for rights, products or services;13 or “non-fungible” tokens (NFT).
[13] A NFT is a unique cryptographic record representing ownership and validating authenticity of a unique item, typically on a blockchain.14 The unique item or asset to which the NFT is linked could be digital collectibles or other art. Holders of such do not acquire the asset itself, but a non-commercial, own-use licence to the intellectual property rights referenced by the token,15 such as may exist in digital collectibles. NFTs differ from other tokens in they necessarily are not fungible, meaning each is distinct and cannot be exchanged on a one-to-one basis with another.16
[14] Ecomi’s OMI token supports sale, purchase and trade of digital collectibles on Orbis’ VeVe platform.
Background
[15] Mr Yu has a background of dealing in popular culture collectibles, including negotiating licences for such merchandising. In 2017, he began exploring with his then-business’ website developer, Mr Crothers, blockchain’s potential for application in existing collectibles markets. They landed on the idea of developing an off-line digital wallet as the foundation for “a wider ecosystem” of cryptoassets and associated applications, ultimately to enable conversion of cryptocurrency to fiat currency (the Ecomi project).
[16] As “an initial step” in pursuit of the Ecomi project, on 10 November 2017, Mr Yu incorporated Orbis in New Zealand with him as its sole director and 3.3 million shares held by him and The Des Swann Trustee Company Ltd as trustees for the Mirrodin Trust, save for one share Mr Yu held personally. On 28 March 2018, the balance of the 3.3 million shareholding was transferred to Mr Yu.
13 UK Cryptoassets Taskforce Final Report (October 2018) at [2.11(C)].
14 The UK Law Society, above n 7, at 98.
15 Phoebus L Athanassiou “Non-fungible tokens: select legal issues” (2022) 37(2) JIBFL 107 at 107.
16 The UK Law Society, above n 7, at 98.
[17] Mr Yu anticipated some quantity of his shares in Orbis would be allocated to Mr Crothers and others as consideration for their direct involvement in the Ecomi project, who also would be allocated OMI tokens as stakeholders in the project’s operation. From early 2018, he and Mr Crothers, respectively then acting as Orbis’ chief executive and chief operating officers, progressively were joined by other individuals and entities in operating or advisory roles. Joseph Janik, responsible for Orbis’ online marketing, was accorded comparable status as “founder” with Mr Yu and Mr Crothers.
[18] Having obtained indications from friends and acquaintances they would like to invest in the Ecomi project, Mr Yu resolved on behalf of Orbis “to raise new share capital of up to approximately USD750,000.00 by 30 April 2018, issuing up to approximately 496,689 of share at USD1.51 each”. Orbis invited application accordingly.
[19] Mr Yu maintained a spreadsheet initially titled “Orbis Cap Valuation”, in which he recorded details relating to people involved in the Ecomi project as it got underway and Orbis’ funding round progressed in the first months of 2018. The spreadsheet was a working document, its content and title changing as the Ecomi project took shape. After being advised to separate out the token issuer from the operating company, Mr Yu incorporated Ecomi in Singapore for the former role.
[20] By April 2018, Mr Yu’s friends and acquaintances had paid Orbis some USD 722,000 in “seed funding”. Mr Yu advised them Orbis had “finished [its] initial USD500,000.00 seed raise [and] further completed a post seed raise of additional USD250,000.00 with a key Chinese investor on board”:
We are now in the stages of updating the company registry record. The reason behind the slow speed with regards to this matter is because, we have been working with a number of high level advisory member to joint the company board, I have been personally negotiation with some key individual members with their share options within the company, and this has know been completed and this week I have been working with our lawyer in New Zealand to complete the final capital table and to update the registry on our behalf, once this is all completed, I will endeavor to sent you a copy of the new share register.
He also advised them of Ecomi’s planned issue of one billion OMI tokens, of which they “as … seed investor will also be issued [their] share of tokens for free”. As director, Mr Yu resolved to issue new shares to Orbis and accept and approve for registration share “transfers” from Orbis to some 18 identified individuals, including Ms Mullings and Mr Khan, to increase Orbis’ shares by 401,532, from the original
3.3 million shares to some 3.7 million shares. In actuality, Mr Yu’s original shareholding was diluted by transfers to the others, leaving him with a 55.24 per cent shareholding (1.823 million shares) in Orbis.
[21] So funded, ultimately by receipt of USD 736,000, Mr Yu and Mr Crothers continued to develop contacts and relationships with a variety of people having skills desired for the Ecomi project. Mr Yu also was seeking to licence digital collectibles of pop culture characters for deployment in the project as NFTs, which he comprehended a unique development. Ecomi entered into various agreements with licence-holders to those ends.
[22] A key issue was design of attributes of the tokens to be issued by Ecomi, to support their intended role in the project: so-called “tokenomics”.17 By May 2018, Ecomi was indicating (in a “whitepaper” sent to interested parties) ownership of tokens would enable discounted access to some of the project’s functions, such tokens being available to initial purchasers from a planned token generation event for a fixed price (but otherwise having to acquire such from other holders). The purchase price would be in ethereum. The whitepaper proposed proportionate distribution of the tokens for general sale, retention by Ecomi or Orbis or allocation to people involved in the project. Mr Yu’s spreadsheet came also to illustrate such intended distributions of tokens.
[23] In June and July 2018, Mr Yu and Mr Crothers were promoting the Ecomi project across Asia, attending various events in Japan, Shanghai, South Korea and Taiwan. On 17 July 2018, Mr Yu and Mr Crothers met MB Technology’s Benn Godenzi, Chris Williamson and Nik Hungerford at a conference networking
17 Wandmacher, R “Tokenomics” in Goutte, S., Guesmi, K., Saadi, S. (eds) Cryptofinance and Mechanisms of Exchange (Springer, Cham, 2019); Pierluigi Freni, Enrico Ferro, Roberto Moncada “Tokenomics and blockchain tokens: A design-oriented morphological framework” in Blockchain: Research and Applications 3(1) 100069 (Elsevier, March 2022).
event in South Korea’s Seoul. On 24 July 2018, Mr Godenzi made contact with Mr Yu, who asked Mr Crothers to send Mr Godenzi information about the Ecomi project, including terms for acquisition of OMI tokens. In early August 2018, Mr Godenzi arranged a subsequent discussion between Mr Yu and Mr Williamson on MB Technology’s possible advisory role.
[24] At some point thereafter, Orbis resolved to issue a further 1.8 million shares to reflect anticipated transfer of Ecomi’s OMI token issue to Orbis. In late August and early September 2018, Mr Yu provided various parties with information about the Ecomi project, including terms for acquisition of Orbis shares and OMI tokens. Third parties sought to acquire OMI tokens on that basis, including by transferring amounts of ethereum to Orbis.
[25] Mr Godenzi initiated further contacts with Mr Yu through August into September 2018, progressively: to introduce MB Technology and its capabilities and history; to introduce an alternative blockchain provider, GoChain; and for fundraising. On the last, Mr Godenzi developed a strategy in which MB Technology would act as advisor on proposed terms.
[26] On 20 September 2018, when coincidentally in transit through Singapore’s Changi Airport, Mr Yu and Mr Crothers met with Mr Godenzi and Mr Williamson. Mr Godenzi again proffered the advisor agreement for MB Technology’s engagement by Ecomi, which Mr Yu says he signed then. The men arranged to meet a few days later in Taiwan’s Taipei City for an intensive strategy session. At that later meeting on 24 September 2018, joined also by MB Technology’s Mr Hungerford,18 Mr Godenzi proposed a restructure of the OMI tokens’ issue and acquisition, which Mr Yu and Mr Crothers agreed for subsequent development. The restructure had implications for aspects of the Ecomi project, including terms for acquisition of Orbis shares and OMI tokens. The following day, Mr Godenzi and Mr Yu signed an amended advisor agreement respectively for MB Technology and Ecomi. Mr Yu developed internal documents accordingly and communicated them to Mr Godenzi, including for MB Technology’s information for use in promoting and marketing the Ecomi project.
18 Another man also was present, accompanying the MB Technology contingent. But he did not feature relevantly in evidence, except generally to be identified in some influencer capacity.
[27] Mr Yu became aware Ms Mullings and Mr Khan wished to sell their shares in Orbis. In early October 2018, Mr Yu put them in touch with Mr Godenzi as a potential purchaser. On 22 October 2018, MB Technology paid Orbis USD 900,000 in subscription for 183,673 shares in Orbis, on terms ultimately of a 12 December 2018 share subscription agreement (to which Orbis had committed on 23 October 2018). MB Technology’s acquisition was of half the intended additional 10 per cent share offering in Orbis. Orbis was there attributed a “pre-money valuation” of USD 18 million, then referring to 150 billion OMI tokens to be transferred from Ecomi. MB Technology also paid Ms Mullings and Mr Khan USD 175,000 for their combined 82,500 shares in Orbis under transfer agreements (mis-)dated 3 February 2018 but meaning 3 February 2019.
[28] Meanwhile, the whitepaper continued to be developed with MB Technology’s advice to a 15 November 2018 version, addressing quantum and distribution of the forthcoming OMI tokens. Critically, distinctly from earlier intention to commit Orbis shareholders to acquisition of OMI tokens, this draft omitted any such allocation. Rather, tokens were to be allocated 20 per cent for direct sale, 40 per cent for sale through VeVe and the balance retained for longer term initiatives, described as 20 per cent for business development and 20 per cent for allocation to Orbis’ personnel and advisors.19
[29] MB Technology perceived its Orbis share acquisitions nonetheless included entitlements to OMI tokens to a value of some 118 bitcoin, including tokens claimed due to Ms Mullings and Mr Khan, for payment 12 months after token generation in May 2019. By May 2020, however, MB Technology apprehended it was not being paid as required under its advisor agreement with Ecomi and had not received confirmation of its shareholding in Orbis. It issued proceedings in Singapore to enforce the advisor agreement and, on 21 August and 8 September 2020 respectively,
19 Orbis’ nomenclature for people involved in its enterprise categorised founders, board members, advisors and investors. ‘Board’ in this context is not of the company’s directors (Mr Yu is Orbis’ sole director), but an appellation conferring indeterminate status on some individuals. Nonetheless, I apprehend all parties understood the descriptions used, despite Mr Williamson’s attempt under cross-examination to suggest the reference to ‘board’ rendered “the accuracy” of the whitepaper “questionable”. Similarly, the parties appeared to have common understanding of cryptocurrency industry terms.
purported to cancel the share subscription and transfer agreements with each Orbis and Ms Mullings and Mr Khan.20
[30] MB Technology then issued the present proceeding to recover the price it paid for the shares (plus interest and costs). Orbis disputed (without explanation) MB Technology was entitled to cancel the agreements, but purported to accept that contended repudiation for its own cancellation of them and offered to pay the sought sum on condition the shares were confirmed held in Orbis’ name (whether by share transfer or consent order). After the Singapore proceeding settled on terms, and informed in part by documents supplied by Ecomi for the purpose of such settlement,21 MB Technology amended its claim in this proceeding to include for OMI tokens and sought to withdraw the cancellations.
Discussion
[31]There accordingly are four fundamental issues for determination:
(a)was MB Technology entitled to have its name entered on Orbis’ share register in respect of the subscribed and transferred shares? and if so,
(b)did the terms of the shares’ acquisition include entitlement to OMI tokens? and
(c)was the shares’ acquisition induced by misleading or deceptive conduct? or
(d)if not, in answer to (a) above, what loss has MB Technology suffered (if any)?
If (a) above is answered affirmatively, there is a question of any consequential losses for compensation. Similarly then with (c) above for damages. On (d) above, if required to be determined, I previously decided such would be subject to further evidence.22 I apprehend that also may be so in relation to damages on any misleading or deceptive
20 Also on 21 August 2020, the Court of Appeal allowed MB Technology’s appeal against this Court’s refusal of freezing and ancillary orders in respect of particular of Ecomi’s and Mr Yu’s and Mr Crothers’ assets: MB Technology Ltd v Ecomi Technology Pte Ltd [2020] NZCA 363.
21 See MB Technology Ltd v Orbis Blockchain Technologies Ltd [2024] NZHC 3773.
22 See MB Technology Ltd v Orbis Blockchain Technologies Ltd [2024] NZHC 3631 at [13].
conduct. And, last, there is the question of Orbis’ counterclaims, to recover MB Technology’s shares for their purchase prices and obtain MB Technology’s indemnity for any loss.
—was MB Technology entitled to have its name entered on Orbis’ share register in respect of the subscribed and transferred shares?
[32] The 12 December 2018 share subscription agreement between Orbis and MB Technology is not an entirely happy document. It had its origins in Mr Yu’s promotion of the Ecomi project for investors’ purchase of a combination of Orbis shares and Ecomi’s OMI tokens. Mr Yu’s practice was to download templates from the internet and adapt them as he understood for Orbis’ or Ecomi’s use. From templates seemingly prepared for use in the United States of America, Mr Yu developed draft term sheets and agreements for purchases of both shares and tokens, which he distributed to a variety of potential purchasers.
[33] The 12 December 2018 share subscription agreement includes references to “the United States Securities Act”, while specifying it “will be governed by the laws of New Zealand, without giving effect to the principles of conflict of laws” and, in respect of any dispute arising out of or related to it, “the parties consent to the exclusive jurisdiction of, and venue in, the district courts of Auckland, New Zealand”. Under the agreement, made in the course of Orbis offering up to 366,666 ordinary shares at a price of USD 4.90 per share, Orbis agreed to issue 183,673 ordinary shares to MB Technology at, and MB Technology agreed to pay, that price, totalling USD 900,000. The transaction was to occur by 31 January 2019 (the “Closing Date”), within a reasonable time after which Orbis was obliged to deliver to MB Technology “duly executed share certificates evidencing the Subject Shares shall be issued to, and registered in the name of, the Purchaser”. Under the agreement, Orbis warranted “[t]he authorized capital stock of the Company consists of 3,300,000 shares of Ordinary Shares” as at the effective date of the agreement on 23 October 2018 and represented, by 31 January 2019, it would “have taken all necessary corporate action required to issue and sell the Subject Shares to the Purchaser, including increasing its authorized capital stock by 366,666.00 shares of Ordinary Shares”.
[34]By its solicitors’ letter of 21 August 2020, MB Technology recorded:
Despite payment, Orbis, acting by its sole director, Mr Yu, has failed to issue the Subject Shares to MB Technology, in breach of Orbis’s obligation to do so within a reasonable period after the Closing Date. The authorised share capital of Orbis remained 3,300,000 ordinary shares as at 25 March 2020. Orbis has filed two annual returns with the Companies Office since 12 December 2018, and in neither of these returns, prepared by Michael Poll, chartered accountant, has there been reference to any shareholders of Orbis other than Mr Yu and The Des Swann Trustee Company Ltd.
Accordingly, MB Technology claimed “Orbis is in breach of its obligations pursuant to the [agreement] and gave notice it “cancels the [agreement], with immediate effect and demands the return of its USD900,000 paid to Orbis, together with use of money interest”.
[35] Similarly, MB Technology’s 3 February 2019 transfer agreements with Ms Mullings and Mr Khan accepted by Orbis also appear template documents obtained and amended by Mr Yu for the parties’ execution. Even leaving aside their 2018 misdating—in providing for MB Technology’s acquisition of each Ms Mullings’ 49,500 Orbis shares for USD 105,000, and Mr Khan’s 33,000 Orbis shares for USD 70,000—the transfer agreements bear inexplicable references to “federal and state laws” presumably of the United States of America, including “the Securities Act of 1933” (in respect of which MB Technology acknowledges Ms Mullings and Mr Khan are “relying on exemptions from the registration requirements of the Act and afforded by applicable state statutes and regulations”). While these agreements also are to “be governed by and construed in accordance with the laws of New Zealand … and without giving effect to the principles of conflict of laws”, they specifically provide MB Technology “has no right to cancel, revoke or withdraw this subscription, except as may be provided under applicable securities laws”.
[36]By its solicitors’ letters of 8 September 2020, MB Technology recorded:
Despite payment, Orbis failed or refused to issue the Preferred Stock to MB Technology or the Seller, in breach of Orbis’s obligation to do so, and the Seller has failed or refused to sell or transfer the Preferred Stock to MB Technology, in breach of [her/his] obligation to do so.
Accordingly, MB Technology claimed “Orbis and the Seller are in breach of their obligations pursuant to the [agreement]” and gave notice it “cancels the [agreement], with immediate effect and demands the immediate return of its [purchase price] paid to the Seller, together with use of money interest”.
… cancellation of contracts
[37] Under s 37(1)(b) of the Contract and Commercial Law Act 2017 (the CCLA),23 a party to a contract may cancel it if “a term in the contract is breached by another party to the contract” but, under s 37(2), only if:
(a) the parties have expressly or impliedly agreed that … the performance of the term is essential to the cancelling party; or
(b) the effect of the … breach of the contract is … —
(i)substantially to reduce the benefit of the contract to the cancelling party; or
(ii)substantially to increase the burden of the cancelling party under the contract; or
(iii)in relation to the cancelling party, to make the benefit or burden of the contract substantially different from that represented or contracted for.
Disregarding the transfer agreements’ apparent prohibition on cancellation except under “applicable securities laws”, as the CCLA arguably may be construed, a preliminary issue therefore is if Orbis breached any term in the agreements.
[38] The share subscription agreement breach relied on by MB Technology— “Orbis … has failed to issue the Subject Shares to MB Technology, in breach of Orbis’s obligation to do so within a reasonable period after the Closing Date”—is to give unstated meaning to Orbis’ express obligation, on MB Technology’s payment, to “deliver … duly executed share certificates evidencing the Subject Shares shall be issued to, and registered in the name of, the Purchaser”. The contractual obligation is ambiguous, whether the certificates are to evidence either the shares themselves or their future issue and registration.
[39]The transfer agreements’ breach relied on by MB Technology—
… Orbis failed or refused to issue the Preferred Stock to MB Technology or the Seller, in breach of Orbis’s obligation to do so, and the Seller has failed or refused to sell or transfer the Preferred Stock to MB Technology, in breach of [her/his] obligation to do so—
23 Section 37(1)(a) also entitles cancellation if “the party has been induced to enter into it by a misrepresentation, whether innocent or fraudulent, made by or on behalf of another party to the contract”. I address misrepresentation at [147] and following below.
also is an attempt to give meaning to those agreements. But their express operative terms only commit MB Technology to purchase the shares for their stipulated prices on Ms Mullings’ and Mr Khan’s respective acceptances of those offers (which they did). While Orbis is described as “a signatory with respect to the applicable terms of this Agreement”, what those terms may be is opaque. Although Ms Mullings and Mr Khan each represented “[w]hen issued, the Shares will be validly issued, fully paid, and non-assessable”, the “Shares” are defined as shares of preferred stock already issued to Ms Mullings and Mr Khan. No further issue is contemplated. It is an exercise of some considerable construction to convert those provisions into the contended obligations claimed breached. Ms Mullings and Mr Khan completely performed their obligations under the transfer agreements.
[40] In New Zealand law, subject to the 1993 Act and the company’s constitution, “the board of a company may issue shares at any time, to any person, and in any number it thinks fit”, for any form of consideration.24 Before doing so, the board must “decide the consideration for which the shares will be issued and the terms on which they will be issued” and “resolve that, in its opinion, the consideration for and terms of the issue are fair and reasonable to the company and to all existing shareholders”.25 The resolution is required to be certified for delivery to the Registrar for registration within 10 working days of certification.26 That is the only formal certificate provided for in relation to shares’ issue. It is not in itself dispositive of the shares’ issue.27
[41] Instead, in New Zealand law, “[a] share is issued when the name of the holder is entered on the share register”,28 and shares are transferable: “[a] share is transferred by entry in the share register”.29 A company is required to maintain a share register,30 containing specified particulars of the names, addresses and dated shareholdings of each shareholder within the previous 10 years.31 Entry of the name of a person in the share register as holder of a share is prima facie evidence legal title to the share vests
24 Companies Act, ss 42 and 46.
25 Section 47(1).
26 Section 47(2) and (5).
27 ActiveDocs Ltd v Cadre Investments Ltd [2017] NZCA 121 at [18]; Guinness Peat Group International Insurance Ltd v Tower Corporation CA302/98, 17 February 1999 at 7.
28 Companies Act, s 51.
29 Sections 39 and 84.
30 Section 87(1).
31 Section 87(2).
in that person.32 Without entry on the share register, any agreement to acquire shares remains executory.33 Accordingly, even “duly executed share certificates” cannot ‘evidence’ the issue of shares. Thus the share subscription agreement’s certificate only can be construed to mean it is to ‘evidence’ future issue and registration of shares.
[42] Even in those terms of the share subscription agreement, Orbis delivered no certificate to MB Technology. Mr Yu contended the parties had agreed the “Closing Date” had been extended beyond 31 January 2019 to accommodate taking up of the balance of the offering. But the agreement has an entire agreement clause, which also provides “No amendments or waivers to this Agreement will be effective unless in writing and signed by the party against whom such amendment or waiver is to be enforced”. No written signed amendment or waiver is in evidence; neither is there evidence the parties otherwise agreed to waive the entire agreement clause. Orbis’ non-delivery of the certificate is its breach of the share subscription agreement.
[43] There also is a question if—at the time of MB Technology’s purported cancellations of the agreements on 21 August and 8 September 2020—its name was entered in Orbis’ share register as holder of the issued or transferred shares. Mr Yu was asked in cross-examination if Orbis had a share register at 13 February 2019; he said “No”.
[44] The relevance of 13 February 2019 is a number of documents in evidence bearing that date: an Orbis board resolution, resolving among other things “[t]he share register has been updated to reflect the issue of the Shares to the Investor upon completion of any issue of Shares to the Investor”, referring to the issue of 183,673 shares to MB Technology at a price of USD 4.90 per share, totalling USD 900,000; a document titled “Share Transfer” contending to transfer 183,673 ordinary shares in Orbis to MB Technology; and a resolution of shareholders agreeing to that issue of shares, also bearing signatures dated between 13 and 20 February 2019.
32 Section 89(1).
33 Jones v Williams [2024] NZHC 891 at [82]; Singh v Patel [2021] NZCA 242, [2022] 2 NZLR 622 at [28].
[45] Under cross-examination, Mr Yu was confronted with other documents indicating these documents dated February 2019 were backdated as such at some time after 21 August 2020, when MB Technology purported to cancel the share subscription agreement. Mr Yu asserted his privilege against self-incrimination in respect of information sought on cross-examination of the dates and other detail of those documents.34 But he accepted Orbis was not able to make out its previously pleaded assertions of February 2019 board and shareholder resolutions for issue of the shares to MB Technology or its provision on 13 February 2019 of a share certificate to MB Technology. And he accepted, when answering interrogatories as to the date on which shares were issued, his reference to documents dated 13 February 2019 did not mention any backdating. Finally, he accepted no Orbis share register was in existence until April 2021,35 when it was created by Orbis’ solicitors.36 That register then annotated shareholdings attributed to MB Technology (and to Ms Mullings and Mr Khan) as being subject to this Court’s determination of ownership.37
[46] Nothing in the share subscription agreement, however, committed Orbis to have issued shares to MB Technology by 31 January 2019.38 Nothing in the transfer agreements committed Orbis to have issued shares to MB Technology at all.39 No term to those ends is necessarily to be implied in the agreements; they are entirely efficacious without it.40 Orbis’ obligations to record shares issued and transferred instead are statutory:41 it was Mr Yu’s duty as director also to take reasonable steps to ensure the share register is properly kept; only share transfers expressly are required “promptly” to be entered.42 If the name of a person wrongly is omitted from
34 Evidence Act 2006, s 60. See also MB Technology Ltd V Orbis Blockchain Technologies Ltd
35 Some time was spent at trial seeking to establish Mr Yu’s spreadsheet—in its various and particularly later iterations predating MB Technology’s cancellation letters, when Mr Yu sought to compile the relevant shareholder information for Orbis’ solicitors—constituted Orbis’ share register. Particularly given the Companies Act’s s 87(1)(a) and (b) specificity, I doubt it but for reasons I am about to explain the answer is not determinative.
36 Orbis’ formal share register in evidence is dated 16 November 2021. Its entries of MB Technology’s, Ms Mullings’ and Mr Khan’s names are marked with an asterisk, the register being annotated “Entries marked with an asterix relate to shares in respect of which each of the parties listed against the relevant share parcel claims ownership and where as at the date of this register the High Court has been requested to determine ownership”.
37 See n 36 above.
38 See [38] above.
39 See [39] above.
40 Bathurst Resources Ltd v L & M Coal Holdings Ltd [2021] NZSC 85 at [116].
41 Companies Act, s 87.
42 Section 90.
a company’s share register, the person has a statutory remedy in rectification and/or compensation.43
[47] Inferentially then, Orbis’ breach of the share subscription agreement, in failing to deliver the stipulated certificate, cannot objectively be thought essential to MB Technology. Rather, given New Zealand law, the breach only is of Orbis’ performative obligation to present the indicative certificate. There is no basis on which to hold the parties expressly or impliedly had agreed such to be essential to MB Technology.
[48] For the same reason, neither is the effect of Orbis’ breach substantially to reduce the benefit or increase the burden of the agreement to MB Technology, or to make such benefit or burden substantially different from that for which MB Technology contracted. The effect of Orbis’ breach is close to immaterial, except to illustrate Orbis’ poor governance. MB Technology had no entitlement to cancel the share subscription agreement on the basis of the breach.
[49] A similar analysis stands for the transfer agreements: entry of MB Technology’s name in Orbis’ share register cannot be thought an essential term of the agreements as it is instead Orbis’ ‘prompt’ obligation under statute on receipt of forms of transfer signed by Ms Mullings and Mr Khan,44 as were the agreements. The benefit and burden of the transfer agreements is unchanged. MB Technology had no entitlement to cancel the transfer agreements on the basis of any breach.
[50] But—having already performed the entirety of its own obligations under the agreements, to pay the purchase prices—neither can MB Technology’s purported cancellations be characterised its repudiation of the agreements entitling Orbis’ reciprocal cancellation. ‘Repudiation’ is another party “making it clear” it does not intend to perform or complete performance of its obligations under the contract.45 MB Technology had nothing material further to do under the contracts;46 the
43 Section 91.
44 Companies Act, s 84(4).
45 Contract and Commercial Law Act 2017, s 36.
46 For there to be a repudiation, there must be an unequivocal intention not to perform the contract (Kumar v Station Properties Ltd (in liq and in rec) [2015] NZSC 34, [2016] 1 NZLR 99 at [63]), specifically, of future performance (Jade Residential Ltd v Paul [2020] NZCA 477 at [45], citing
remaining steps all were for Orbis to perform under statute. In any event, MB Technology’s purported cancellations may not be treated as repudiations merely “if [it] turns out to be mistaken as to [its] rights”.47 Neither had Orbis any entitlement to cancel the agreements.
[51] At least to that extent, then, the share subscription and transfer agreements survived. A question remains if the agreements were effective to require Orbis’ entry of MB Technology’s name on the share register in respect of those shares.
… transfer agreements
[52] Turning first to the transfer agreements, “[s]ubject to any limitation or restriction on the transfer of shares in the constitution, a share in a company is transferable”.48 There is no requirement a company have a constitution.49 Orbis only resolved to adopt a constitution on 18 June 2021. At 3 February 2019, the date of the transfer agreements, Orbis had no constitution. Its shares accordingly were transferable without limitation or restriction.
[53]A share is transferred by entry in the share register in accordance with s 84:50
84 Transfer of shares
(1) Subject to the constitution of the company, shares in a company may be transferred by entry of the name of the transferee on the share register.
(2) For the purpose of transferring shares, a form of transfer signed by the present holder of the shares or by his or her personal representative must be delivered to—
(a)the company; or
(b)an agent of the company who maintains the share register under section 87(3).
(3) The form of transfer must be signed by the transferee if registration as holder of the shares imposes a liability to the company on the transferee.
Kumar, above). It follows, when a party has completely performed its end of the bargain, subsequent actions by that party cannot amount to repudiation.
47 Construction Fasteners Ltd v Omark (Australia) Ltd CA62/89, 19 September 1989 at 5, citing Starlight Enterprises Ltd v Lapco Enterprises Ltd [1979] 2 NZLR 744 (CA) and Woodar Investment Development Ltd v Wimpey Construction UK Ltd [1980] 1 All ER 571 at 575–576; Kumar, above n 46, at [63].
48 Companies Act, s 39(1).
49 Section 26.
50 Section 39(2).
(4) On receipt of a form of transfer in accordance with subsection (2) and, if applicable, subsection (3), the company must forthwith enter or cause to be entered the name of the transferee on the share register as holder of the shares, unless—
(a)the board resolves within 30 working days of receipt of the transfer to refuse or delay the registration of the transfer, and the resolution sets out in full the reasons for doing so; and
(b)notice of the resolution, including those reasons, is sent to the transferor and to the transferee within 5 working days of the resolution being passed by the board; and
(c)the Act or the constitution expressly permits the board to refuse or delay registration for the reasons stated.
(5) Subject to the constitution of a company, the board may refuse or delay the registration of a transfer of shares if the holder of the shares has failed to pay to the company an amount due in respect of those shares, whether by way of consideration for the issue of the shares or in respect of sums payable by the holder of the shares in accordance with the constitution.
(6) If a company fails to comply with subsection (4),—
(a)the company commits an offence and is liable on conviction to the penalty set out in section 373(1); and
(b)every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(1).
[54] In terms of s 84(2), transfer agreements were signed by Ms Mullings and Mr Khan and delivered to Orbis. Section 84(4) then requires, on receipt of such forms of transfer, “the company must forthwith enter or cause to be entered the name of the transferee on the share register as holder of the shares”, unless the board permissibly resolved to refuse or delay registration of the transfer and gave notice of such to the transferor and transferee. Given the absence of any constitution, the only permissible ground for such a resolution is “the holder of the shares has failed to pay to the company an amount due in respect of those shares”.51 Here, there is no evidence Ms Mullings or Mr Khan had failed to pay Orbis any amount, or Mr Yu as sole director had resolved to refuse or delay registration of the transfers on such grounds or in any event Orbis gave notice of such resolution to Ms Mullings, Mr Khan and MB Technology.
[55] Accordingly, from 3 February 2019, MB Technology’s name wrongly was omitted from Orbis’ share register in respect of Ms Mullings’ and Mr Khan’s
51 Section 84(5).
transferred shares. It thus is open to me to rectify Orbis’ share register to record MB Technology’s name in respect of those shares. Subject to Orbis’ counterclaim, which I address at [221] below, I would do so (and address compensation at [73] below).
… share subscription agreement
[56] As to the share subscription agreement, however, s 40 of the Companies Act deems any contract “under which a company is or may be required to issue shares” to be “an illegal contract for the purposes of subpart 5 of Part 2 of the [CCLA]” unless that section’s conditions are met. Under the CCLA, illegal contracts are of no effect and no one is entitled to any property under a disposition made by or under an illegal contract,52 but I nonetheless may grant relief having regard for the conduct of the parties and the gravity of any statutory breach.53
[57] Section 40 only has application to contracts for issue of shares; transfer to MB Technology by Ms Mullings and Mr Khan is unaffected. Section 40 provides:
40 Contracts for issue of shares
A contract or deed under which a company is or may be required to issue shares, whether on the exercise of an option or on the conversion of financial products or otherwise, is an illegal contract for the purposes of subpart 5 of Part 2 of the Contract and Commercial Law Act 2017 unless—
(a)the board is entitled to issue the shares; and
(b)either—
(i) the board has complied with section 47 or section 49; or
(ii) all entitled persons agree or concur with the issue of the shares under section 107(2); or
(iii) the contract or deed expressly provides that the contract or deed is subject to—
(A)the board complying with section 47 or section 49; or
(B)all entitled persons agreeing to or concurring with the issue of the shares under section 107(2).
[58]To summarise, then, s 40’s applicable conditions are:
52 Contract and Commercial Law Act, s 73.
53 Sections 75–82.
(a)the board is entitled to issue the shares; and either—
(b)the board has complied with section 47, fundamentally resolving and certifying “consideration for and terms of the issue are fair and reasonable to the company and to all existing shareholders”; or
(c)all entitled persons agree or concur with the issue of the shares under section 107(2) (that is, being issued otherwise than in accordance with, here, s 45, which gives rise to shareholders’ pre-emptive rights); or
(d)the contract expressly provides it is subject to such compliance, agreement or concurrence.
[59] As said,54 Orbis lacked a constitution at the time of its entry into the share subscription agreement. There was then no limitation on its exercise of statutory rights and powers,55 which extended to issue of shares.56 But such issue gives rise to existing shareholders’ pre-emptive rights,57 otherwise requiring their s 107(2) agreement or concurrence.58 The agreement did not expressly provide it was subject to either shareholders’ agreement or concurrence or the board’s compliance.
[60] I do not accept Orbis’ documents dated February 2019, purporting to establish such shareholders’ agreement or concurrence and board compliance, were executed on those dates. I find they were created after receipt of MB Technology’s solicitors’ 21 August 2020 letter. I infer the documents were created by Orbis in an attempt to avoid the share subscription and transfer agreements by cancelling them in reliance on MB Technology’s contended repudiation. I hesitate to be more expansive in my explanation, given not all parties to the documents were parties to this proceeding. In particular, I do not ascribe that purpose to all shareholders.
54 At [52] above.
55 Companies Act, s 28.
56 Section 42.
57 Section 45.
58 Section 107(2).
[61] There is contretemps in the commentaries if s 40’s references to s 47 should be construed as only to s 47(1).59 And it may be Mr Yu, as sole director, could effectively have internalised s 47(1)’s resolution if promoting the issue of shares in those terms. But that was not his express evidence, Mr Yu saying instead the share issue was determined by “what we believed the company was worth and also by reference to the funds we thought we needed to meet to hit the next phase of our overall project”. Certainly there was no certification of the resolution,60 or provision of such to the registrar as required.61 So, regardless of the contretemps, there was no basis for Orbis’ divergence from s 45: without shareholders’ agreement or concurrence to the alternative, they were entitled to be offered the shares for their pro rata acquisition. The share subscription agreement thus is an illegal contract, of no effect and the parties are not entitled to any property disposed by or under it.
[62] Nonetheless, relief—expressly including (without limitation) restitution or compensation, or variation or validation of the agreement—is available to MB Technology as party to the illegal contract.62 Under s 76 of the CCLA only,63 I may grant MB Technology “any relief” I think just, but:
78 Matters court must have regard to
In considering whether to grant relief under section 76, and the nature and extent of any relief to be granted, the court must have regard to—
(a)the conduct of the parties; and
(b)in the case of a breach of an enactment, the object of the enactment and the gravity of the penalty expressly provided for any breach of the enactment; and
(c)any other matters that the court thinks proper.
79 Court must not grant relief if not in public interest
The court must not grant relief under section 76 if it considers that to do so would not be in the public interest.
80 Person acting with knowledge of facts or law giving rise to illegality
(1) The court may make an order under section 76 even if the person granted relief entered into the contract, or committed an unlawful act or
59 Morison’s Company and Securities Law (looseleaf ed, LexisNexis) at [13.20]; Peter Watts, Neil Campbell and Christoper Hare Company Law in New Zealand (2nd ed, LexisNexis, Wellington, 2016) at [6.8.11].
60 Companies Act, s 47(2).
61 Section 47(5).
62 Contract and Commercial Law Act, ss 75–76.
63 Section 82(1).
unlawfully omitted to do an act, with knowledge of the facts or law giving rise to the illegality.
(2) However, the court must take that knowledge into account in exercising its discretion under section 76.
[63] To my mind, Orbis’ and MB Technology’s conduct in respect of the share subscription agreement of itself is not disentitling of relief. Orbis was seeking further investment; MB Technology wished to make it. There was no inherent unlawfulness in that transaction. The illegality arose because of Mr Yu’s failure as director to comply with s 47 and the absence of agreement or concurrence among shareholders for shares to issue otherwise than in accordance with s 45. There is no suggestion MB Technology entered into the agreement knowing of those failures; to the contrary, it had Orbis’ warranty it could and would “[take] all necessary corporate action required to issue and sell the Subject Shares to the Purchaser, including increasing its authorized capital stock by 366,666.00 shares of Ordinary Shares”.
[64] Even so, the failure (if not the illegality) may have been capable of ratification.64 That arguably is the essence of the February 2019 dated documents. Although, by the time Orbis created those documents, it was seeking to avoid the share subscription agreement (and the transfer agreements), nonetheless it is just to hold Orbis and its shareholders to the documents’ essence as if true. Such would provide redress for the backdating, irrespective of Orbis’ or shareholders’ motivations in doing so. But the illegality of the contract is from its very outset; it is “of no effect” and no one is entitled to any property by or under it.65 The agreement “remains void”.66 Even ratification cannot save it.
[65] And, even if capable of ratification, Mr Yu’s failure to comply with s 47 still may constitute offences.67 I do not find in this proceeding such offences to have been
64 Companies Act, s 177.
65 Contract and Commercial Law Act, s 73.
66 Anderson Ltd v Daniel [1924] 1 KB 138 at p 149, referred to in Geoffrey Cheshire Cheshire and Fifoot's Law of Contract (6th Aust ed, Butterworths, Sydney, 1992) at 450; Jeremy Finn, Stephen Todd and Matthew Barber Burrows, Finn and Todd on the Law of Contract in New Zealand (6 ed, LexisNexis, Wellington, 2018) at 496.
67 Companies Act, s 47(7) and (9).
committed, because s 47(1) is prefaced “before the board of a company issues shares under section 42” and— here, of course—the board had not issued shares.68
[66] All the same, in terms of the CCLA’s s 78(b), the object of the enactment is formally to evidence the board’s resolution “the consideration for and terms of the issue are fair and reasonable to the company and to all existing shareholders”.69 The maximum penalty expressly provided respectively for failure to resolve and certify is
$5,000 and $10,000 in ranges otherwise extending to imprisonment for a term not exceeding 5 years or to a fine not exceeding $200,000 or a fine not exceeding
$50,000.70
[67] The gravity of the applicable penalties accordingly is less to moderate. The lesser penalty attracted by arguably the more serious constitutional failure to resolve illustrates the penalties have predominantly regulatory rather than restorative objective, a point reinforced by the absence of any offence provision attaching to s 45. In other words, those penalties are not here material to determination of if and how to grant relief. Holding Orbis and its shareholders to the positions they have contended for in the documents dated February 2019 remains condign relief. I see no public interest tending against that result.
[68] For those reasons, I think it just to grant relief to MB Technology as party to the illegal share subscription agreement. But it is not just for that relief to be validation of the agreement.
[69] First, there is no evidence the agreement’s “consideration for and terms of the issue are fair and reasonable to the company and to all existing shareholders”. I have no basis on which to substitute for the board’s necessary assessment they are so fair and reasonable. But validation effectively would be to do so.
68 I do not consider the annotated entries in Orbis’ eventual share register to constitute issue. They merely are equivocal placeholders.
69 Companies Act, s 47(1)(c) and (2).
70 Sections 373 and 374.
[70] Second, the agreement essentially is performed by MB Technology’s payment of the specified sum for an identified number of Orbis shares. The agreement’s core obligation was:
The Company hereby agrees to issue 183,673.00 Ordinary Shares of the Company (the “Subject Shares”) to the Purchaser, and the Purchaser hereby agrees to purchase the Subject Shares subject to the terms and conditions set forth in this Agreement (the “Transaction”). In consideration for the Subject Shares, the Purchaser shall pay US$4.90 per Subject Share, and the total subscription price for Subject Shares is US$900,000.00 (the “Subscription Price”).
Orbis agreed to issue the shares. MB Technology agreed to buy them and paid the money. Nothing is advanced by validation.
[71] Third, the agreement otherwise largely is either operational or inutile. Neither party can be taken to have met all their stipulated warranties: for example, for Orbis, as has been seen,71 to “have taken all necessary corporate action required to issue and sell the Subject Shares to the Purchaser, including increasing its authorized capital stock by 366,666.00 shares of Ordinary Shares”; for MB Technology, as will be seen,72 as “not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Subject Shares”. The agreement specifies sale and purchase of the shares to be conditional on the truth and correctness of those warranties, among others. Validation would be to put such conditionality at issue (as Orbis’ counterclaim attempts),73 negating just relief under an illegal contract.
[72] Just relief then simply is to recognise, from 23 October 2018, MB Technology’s name also wrongly was omitted from Orbis’ share register in respect of the subscribed shares. It thus again is open to me to rectify Orbis’ share register to record MB Technology’s name in respect of those shares. Similarly, subject to MB Technology’s counterclaim, which I address at [221] below, I would do so (and turn to address compensation now).
71 At [42], [47] and [63] above.
72 At [95], [115], [119], [122], [125], [142], [143] and [147] below.
73 See [221] below.
… compensation
[73] Relief by rectification may be accompanied by compensation, expressly “for loss sustained” by omission of the person’s name from the share register.74 As I have held rectification is the appropriate relief for all omissions of MB Technology’s name from Orbis’ share register,75 I do not re-engage with the CCLA’s criteria generally in relation to compensation.
[74] MB Technology’s claim for damages on its third and fourth causes of action includes a pro rata share of dividends Orbis paid to shareholders on 21 December 2021 and 13 September 2023, plus interest. There is no dispute such payments were made, on terms in which MB Technology would have been paid USD 95,808 and USD 277,201 in respect of its shareholdings respectively the subject of the transfer and share subscription agreements. That accordingly is the loss sustained by omission of MB Technology’s name from Orbis’ share register.
[75] Orbis paid Ms Mullings and Mr Khan their dividends. MB Technology’s fourth cause of action claims indistinguishably of Orbis and the individuals:
Damages for any loss that this Court should find MB Technology has suffered, including in respect of any dividends or other benefits that MB Technology should have received in respect of the Preferred Stock.
No foundation for such damages is identified, except in connection with the 1993 Act’s s 91. Section 91 makes no provision for ordering payment of damages. The transfer agreements do not engage my broader remedial jurisdiction under the CCLA’s s 76.
[76] Instead, s 91(2)(b) relevantly only permits me to order “payment of compensation by the company or a director of the company for any loss sustained”. ‘Compensation’ in this context essentially is restitutionary:76 “to correct normatively defective transfers of value”.77 But I cannot fairly or justly achieve that by ordering payment of compensation exclusively by Orbis or Mr Yu in respect of dividends
74 Companies Act, s 91(2)(c).
75 At [55] and [72] above.
76 See Contract and Commercial Law Act, s 76(1)(a).
77 Investment Trust Companies v Revenue and Customs Commissioners [2017] UKSC 29, [2018] AC 275 at [42].
already paid to Ms Mullings and Mr Khan. MB Technology needed to plead a separate restitutionary cause of action against Ms Mullings and Mr Khan if they personally were to be ordered to disgorge the dividends paid to them.78
[77] Otherwise I have, and am afforded,79 no reason not to order payment of compensation in respect of MB Technology’s shares for acquisition under the share subscription agreement. I will do so. That amounts to USD 257,395.23, comprising USD 66,112.41 in respect of the 21 December 2021 dividend, and USD 191,282.82 in respect of the 13 September 2023 dividend. 80 As a “money judgment”,81 interest must be awarded.82
[78] Given my intended orders, MB Technology’s alternative claims for damages will be dismissed.
—did the terms of the shares’ acquisition include entitlement to OMI tokens?
[79] Turning then to the agreements themselves, none articulates any entitlement to OMI tokens. Rather, the claim is to a collateral contract:
(a)in relation to the share subscription agreement, arising from prior agreement between Ecomi, Orbis and MB Technology at their principals’ meeting in Taiwan on 24 September 2018, MB Technology would be paid 11.3 billion OMI tokens in respect of its USD 900,000 investment in Orbis; and
78 Charles Mitchell, Paul Mitchell and Stephen Watterson (eds) Goff & Jones: The Law of Unjust Enrichment (8th ed, Sweet & Maxwell, London, 2011) at [1.09], as cited in Commissioner of Inland Revenue v Stiassny [2012] NZCA 93, [2013] 1 NZLR 140 at [92].
79 Orbis essayed an argument against an award of damages to MB Technology on grounds MB Technology had not mitigated its loss by, for example, acquiring equity in another comparable company or accepting Orbis’ offer to refund its payments. Neither has any application to an award of compensation to accompany rectification. By rectification, the cause of MB Technology’s loss is cured; by compensation, the cure is perfected. “Mitigation” does not enter the assessment.
80 Given MB Technology’s claim for compensation did not distinguish between dividends claimed payable to MB Technology on the one hand, or paid to Ms Mullings and Mr Khan on the other, I sought the parties’ agreement on that segregation: MB Technology Ltd v Orbis Blockchain Technologies Ltd HC Auckland CIV-2020-404-1541 (Minute of Jagose J), 18 March 2025. Counsel for MB Technology ‘pragmatically’ calculated the dividends’ segregation accordingly; counsel for Orbis, Ms Mullings and Mr Khan essay a minutely higher calculation by omitting rounding adopted by MB Technology. In the circumstances, I adopt the latter.
81 Interest on Money Claims Act 2016, s 6 (definition of “money judgment”).
82 Section 9.
(b)in relation to the transfer agreements, by entering into them, MB Technology became entitled to the 303.7 million OMI tokens payable to Ms Mullings in respect of her investment in Orbis and the
202.4 million OMI tokens payable to Mr Khan in respect of his investment in Orbis.
As said,83 the OMI tokens would issue from a token generation event in May 2019.
[80] To recap, initially, sale of up to 50 billion tokens was planned following a token generation event at which only 100 billion tokens would ever be generated. Of the 50 per cent balance:
(a)30 per cent was to be retained by Orbis for “long term initiatives”, 20 per cent vesting immediately and 10 per cent vesting after 18 months;
(b)18 per cent was to be allocated to Orbis founders, board and investors, vesting in thirds immediately and after nine and 18 months; and
(c)the remaining two per cent was for distribution among advisors, again vesting in thirds immediately and after six and 12 months.
[81] In advance of the token generation event, Ecomi offered interested parties early opportunity to commit to purchase pre-determined allocations of OMI tokens at a discount from their intended price. The intended unit price initially was USD 0.10, but resolved after stakeholder feedback to USD 0.05, equivalents in ethereum. Mr Yu anticipated, given the discounts, a maximum sale value of USD 22.125 million. He also assessed at least USD 5.4 million needed to be obtained for the Ecomi project to progress. Otherwise funds received should be returned to purchasers.
[82] Mr Yu’s spreadsheet came to record anticipated distribution of tokens’ allocation among Orbis’ personnel, advisors and investors. It initially allocated 150,000 tokens to Ms Mullings and 100,000 tokens to Mr Khan, proportionately to
83 See [29] above.
their respective 1.5 and 1 per cent shareholdings (being USD 75,000 and USD 50,000 transactions) in Orbis, similarly with most other investors.
[83] Orbis also contemplated issuing up to 1.8 million further shares for USD 1.00 a share. This was described as 10 per cent of its shareholding, for issue on terms including later subscribers’ concurrent agreement to “purchase OMI Tokens from Ecomi at a total purchase amount that is no less than three (3) times its Investment Amount”. Mr Yu’s subsequent promotion of the Ecomi project to potential stakeholders included for their purchase of OMI tokens and investment in Orbis.
[84] After some informal contact following their first meeting in July 2018, Mr Yu and Mr Crothers provided MB Technology with information about the forthcoming sale of OMI tokens, including collateral relating to the Ecomi project. In August 2018 MB Technology responded to Orbis, offering its services as an advisor. Mr Godenzi had a view the proposed Ecomi project’s scope was too ambitious but contemplated from his experience in designing token distribution models and structures it profitably could be refocused. Mr Godenzi particularly was interested in Orbis’ intention to sell branded digital collectibles as NFTs, which he believed “would be the next big wave in cryptocurrency”.
[85] Contact continued between the parties, exchanging information and documents relevant to the Ecomi project, including about the further issue of Orbis shares. Mr Godenzi became interested also in investing in Orbis. He said in evidence-in-chief:
I really believed there were hundreds of millions, maybe billions of dollars to earn here, and if the money was going through the equity company, then I was interested in purchasing equity. It also meant I could spread the risk across equity and token investments and increase the potential reward for MB Technology.
Mr Godenzi contemplated MB Technology may acquire half the new subscription for Orbis shares, an investment of USD 900,000.
[86] At a meeting on 24 September 2018, MB Technology presented its advice. Rather than the 100 billion OMI tokens first intended for the Ecomi project, MB Technology proposed generation of (initially, 628.5 billion; ultimately, for ease of calculation) 750 billion OMI tokens, each priced to the smallest denomination of
bitcoin, a satoshi. One bitcoin comprises 100 million satoshi. Mr Godenzi perceived such pricing to be a point of difference from more usual fiat currency pricing, with prospective appeal to those dealing in cryptocurrency.
[87]Mr Godenzi explained in evidence:
The idea was to create a burn model. Burning a token means removing it from circulation to reduce supply and increase buy pressure, and therefore the token value goes up. I was confident we could get tens of millions of users to the platform through brands. They would want tokens so they can buy the NFTs, creating demand pressure. Everyone would have to buy tokens to get NFTs. At this stage, I suggested that we burn 25% of company revenue from NFT sales. The way it works is that people use the token to buy the NFT. 25% of the tokens from the purchase price go into a dead wallet (which is a wallet that cannot have tokens transferred out of it) and are removed from circulation. The company uses trading bots to liquidate the other 75% without damaging the market and that becomes company revenue. So, if someone uses $10 worth of tokens to buy a NFT, $2.50 is burned, and the company will sell $7.50 back into the market. The overall buy pressure is positive. If you combine that with a smaller market cap, which I advised David and Dan to do, you’ve got a good investment in the current conditions. I explain all of this because it shows how important the licences and brands are to the token model.
[88] Mr Godenzi proposed 20 per cent of the tokens be made available for private sale, 40 per cent for public sale and the remaining 40 per cent for allocation to Orbis interests. Of that last 40 per cent, he proposed it be split evenly between Orbis’ founders on the one hand, and its personnel, advisors and investors on the other, further breaking down the allocation: four per cent for Mr Yu; three per cent for each Mr Crothers and Mr Janik; two per cent for personnel; five per cent for advisors; and three per cent for investors. These all were illustrated by Mr Godenzi on a whiteboard, which he annotated “NO Discounts NO Bonus”. Mr Yu said Mr Godenzi:
… made the valid point that discounts or bonuses just incentivised those who received them to dump and sell at a lower price than what was being offered in the ICO. That would cause a race to the bottom. This was a firm recommendation from Benn.
Mr Yu recorded in his contemporaneous notes taken at the meeting, below the new high-level allocation proposed by Mr Godenzi, “no Bonus for any investor”, and then continued to record Mr Godenzi’s finer allocations. I apprehend that was the order of Mr Godenzi’s presentation.
[89] On 25 September 2018, MB Technology formally entered into an agreement with Ecomi by which it would advise Ecomi on, and assist in promotion and marketing of, the intended sale of OMI tokens. MB Technology would be compensated by payment of commission calculated at 10 per cent of funds raised and an increasing percentage of the OMI tokens. The agreement was expressed to be subject to Australian commonwealth law.
[90] In subsequent electronic messaging contact with Mr Godenzi and Mr Williamson, Mr Yu and Mr Crothers began to work through the consequences of MB Technology’s advice for restructuring the intended OMI token sale. Mr Yu’s spreadsheet’s allocation of an original USD 44 million worth of OMI tokens included an unspecified amount as “commission” due Mr Godenzi (meaning MB Technology) and lines for “post seed” investors, specified as “Benn Godenzi (5%)” and “(not allocated 5%)”. The spreadsheet allocated USD 300,000 of tokens for each “post seed” investor and held another USD 150,000 as “Not Allocated”. They sent Mr Godenzi and Mr Williamson drafts of terms sheets and their related share subscription agreement and associated token sale agreement referred to in the former, proposing new investors’ acquisition of OMI tokens in sum at least three times their investment in Orbis shares.
[91] Mr Yu persistently was travelling between Asia and the Americas in pursuit of rights to use intellectual property for particular digital collectibles. He said in evidence, in the course of his earlier promotion of the Ecomi project, he had come into contact with a New York firm, Blocktower, which evinced an interest in investing in Orbis, ultimately indicating it was interested in taking up the entire 10 per cent offering. So too had a Shanghai firm, Fenbushi. And his later licensing discussions with NBC Universal led to an introduction as being of possible interest to its owner, Comcast. Each Blocktower, Fenbushi and Comcast sought and obtained further information from Orbis to assist them in their decision making. Mr Yu said, in internalising MB Technology’s advice about the OMI tokens’ structure, he advised Blocktower and Fenbushi of those prospective changes and dealings with them “paused”. Mr Yu later advised other stakeholders also of these prospective changes.
[92] On 29 September 2018, Mr Godenzi asked Mr Crothers to “shoot me list of all partnerships here now. Just in another meeting with someone I work all the best projects with”. Mr Crothers enquired if he meant “brands/licences?”, which Mr Godenzi confirmed and Mr Crothers provided him with a screenshot taken of a spreadsheet maintained by Mr Yu. Over the next days, the two men continued to liaise on the whitepaper’s currency and public availability and a variety of other issues, including allocation of OMI tokens to Orbis investors, which Mr Godenzi said was “not accounted for in the metrics” of Orbis’ valuation. He queried:
On the share agreement it says $10m of tokens go to orbis but this isn’t accounted in the metrics, metrics have 13% which is equal to $5.72m
Based on the $8m valuation + tokens would this make the orbis valuation
$13.72m ?
He considered he needed “to clarify the structure and where tokens come from and go to” and observed:
The term sheet says that the equity purchaser will also [buy] 3 times the equity amount in tokens. I assume this isn’t applicable for 2 reasons:
1. No equity investors have made this contribution.
2. You wouldn’t want any single investors having control of that many tokens.
Need to also take a look at what the 8 million dollar valuation consists of, the balance sheet, profit and loss, any debt servicing. I believe chris has requested this from Dave
Would like to check the status of the share capitalization mentioned in section [2.4].
He concluded “[o]f course I’m still in for this but we just need to fine tune the small details, depending on the outcome I may be able to fill a larger amount [than] $900k if you want me to”.
[93]A few hours later, Mr Crothers responded:
hey man, sitting here with dave discussing this. We won’t need to include this
$10m in Orbis any longer under the new structure Correct, we will be removing this
We don’t have any external debts other than short term loan from David and myself. We are in the process of invoicing ecomi, so the PNL will reflect on what orbis invoices ecomi. These are immaterial at the moment
We will be updating the cap table once the new tokenomics are completed
and Mr Godenzi replied “All looks like it fits in well then, good to hear”, asking “So will the adjusted valuation be $13.72 and that includes tokens as per metrics based on individual allocation?”
[94]Mr Crothers then messaged Mr Godenzi:
Fenbushi and Blocktower have emailed david this week asking if they can fulfil the entire amount. However Dave hasn’t responded to them. Can I suggest you chat to Dave directly on this
to which Mr Godenzi responded:
I’m good to sign and send as agreed once we have clarified the terms and valuation. I hoping my agreed amount won’t be given to them
Just need to clarify this and have the contract reflect correct terms and I’m good to go
A few minutes later, Mr Crothers responded to Mr Godenzi’s previous question, saying “The valuation will still be USD18m”, and the two men continued to address OMI token issues over the next days.
[95] On 1 October 2018, Mr Godenzi messaged Mr Yu “Hey mate just want to check in and make sure fenbushi and block tower aren’t taking my equity allocation?” to which Mr Yu responded:
I have not reply them at all, last email communication from Fenbushi is they will take the entire 10%, but as mentioned we are not keen as we are going forward with you
…
This was yesterday from them
I email them back we will speak after the Golden week holiday
and Mr Godenzi replied:
I’m ready to send as soon as terms are clarified, I sent dan some info as we need the share agreement to reflect the actual conditions. Check in with what I sent him and let me know
[96] Mr Yu answered “Ok cool let me sort this two days … Understand where your coming from we are doing the capital table now … Once is done will sent to you” and Mr Godenzi advised:
I’ll start converting to USD tomorrow then send in [allocations] … Show me the adjustments and to keep it simple I can probably [fill] the whole amount
… Unless you wanted to keep some for the other partner we discussed which isn't a bad idea, just not the funds
to which Mr Yu responded “It’s ok we give you first dip” and Mr Godenzi replied “I’m ‘all in’ for this man, we can take it next level”.
[97] Mr Yu worked the new token numbers into his spreadsheet, allocating 31.425 billion tokens (five per cent) for advisors and 18.855 billion tokens (three per cent) for investors. On its receipt, Mr Godenzi queried:
None of it matches what we designed? And this a whole heap of additional people in there and some info missing.
Would you like me to re draft this for you and see what you think? To match the model we built? Although will need additional details from you to complete
[98] On 10 October 2018, Mr Godenzi returned the spreadsheet to Mr Yu and Mr Crothers into which, distinctly from Mr Yu’s insertion only of raw data, he inserted automated data derived by formula from the 750 billion token pool as allocated by his model. Seemingly misapprehending Mr Yu’s token allocations as shareholders’ actual investment, Mr Godenzi amended the “post seed” lines to read USD 900,000, resulting in token allocations of 8.04 billion tokens each in those two lines from the
22.5 billion tokens to be made available to investors.
[99] On 12 October 2018, Mr Crothers and Mr Williamson exchanged messages about Mr Yu’s forthcoming meeting with Fenbushi. Mr Williamson asked “Have you spoken to him about declining their equity offer since leaving bangkok?” and Mr Crothers responded “Nothing beyond what was discussed, but I’m sure Dave understands the situation. He just wants to let them down easy”. In a later exchange on 16 October 2018, Mr Williamson asked “how was the Fenbushi meeting?” and Mr Crothers answered “Fenbushi are still interested … David has not moved ahead with them but is keeping them on the hook as a back up”.
[100] On 20 October 2018, Blocktower’s Steve Lee enquired of Mr Yu as to progress, saying he felt like “we are bit loosing the momentum to make investment in you guys as many new projects are being piled up while I try to have your project on top”. Mr Yu responded “totally understand where your coming from, we are waiting for the new document to be signed off before I can share than with you”. On 24 October 2018, he had similar correspondence with Fenbushi, which sought “to follow up with you about the document preparation process”, and Mr Yu agreed to “follow up” and “keep … updated with the progress”.
[101] After asking Mr Yu for a copy of the “latest token spreadsheet” on 14 October 2018, on 15 October 2018, Mr Godenzi messaged Mr Yu “Lets see if we can get the documents dialled in for equity, all funds for Orbis and early investors are in my account ready to send”. Separately, Mr Godenzi provided a further iteration of the spreadsheet to Mr Yu and Mr Crothers, then correcting shareholders’ investments, resulting in token allocations for the two “post seed” investors of USD 900,000 at 6.89 billion OMI tokens each. The first line remained attributed to “Benn Godenzi (5%)”; the second then was amended to “Comcast (Media partners)”. Mr Godenzi observed a comparable token allocation to another investor warranted:
Again, Mr Godenzi’s ambition and aspiration has caused him to give substance far beyond Mr Yu’s identification only of brands at best prospectively (“likes”)122 available for launch. Mr Godenzi’s evidence-in-chief was:
They all were big deals to me because they have mega-audiences. I researched any that I did not recognise and I saw they were big brands. I also thought that they could be good partnerships for marketing the NFT: we could comarket and cobrand with the licensors which would mean a massive increase in users. Collaborating to promote NFTs would mean we could reach hundreds of thousands of customers.
Mr Godenzi was express he “assumed” Ecomi had signed 16 or 20 licences. His assumption was not induced by any representation by Orbis, less still in connection with any equity acquisition.
122 See [150] and [169] above.
… second representation: Blocktower and Fenbushi offered to invest
[172] Mr Godenzi’s overstated assumptions are evident also in relation to the second pleaded representation, expressly of Blocktower’s and Fenbushi’s “offer to invest”.
[173] Mr Godenzi said in evidence, at some time in late September and early October 2018, he was told by Mr Yu “Fenbushi and Blocktower were interested in Orbis and that they were in talks about an equity investment”. He added Mr Yu said “they had offered to invest in Orbis and buy out the round (the full 10% in Orbis shares)”. Mr Godenzi’s evidence-in-chief was:
At the time, I was not sure whether Fenbushi were actually about to close a deal to buy Orbis equity. To me, a deal is not a deal until it was done. They were both looking to purchase the same shares I was looking to purchase for MB Technology, so it put some pressure on. The fact that they were interested also gave a lot of credibility to the Ecomi project and Orbis shares, in my eyes.
[174] The same Orbis advisor as recommended Mr Yu contact Mr Godenzi at the July 2018 conference in Seoul also introduced Mr Yu to Blocktower at about the same time and place. Mr Yu, together with Mr Crothers and Mr Kahn, then had a constructive meeting with Blocktower personnel in New York in mid-August 2018, to which Blocktower responded “We are excited about and look forward to working together in the future”. A week later, Mr Yu provided Blocktower with documents relating to both Ecomi’s OMI token sale and Orbis’ share sale, as he also was doing with other potential stakeholders in the Ecomi project.123
[175] On 13 September 2018, while noting comparable investment “is getting low priority to handle at this moment”, Blocktower messaged Mr Yu “Just letting you know that we are still considering your project as an investment opportunity even if it’s not finalized.” It specifically asked Mr Yu for detail on the “equity part”, as distinct from the “token part”: “lets say we invest 1m. how much equity stake we get?”. Mr Yu responded “USD1.8m is for 10%”. Blocktower enquired “you mean if we invest 0.9m, we own 5% of total equity”, and Mr Yu replied “Yes this is correct but part of the 1.8m is already allocated, as i have been a little more active on raise this week”.
123 See [91] above.
[176] Mr Yu said in evidence-in-chief, at his meeting with Blocktower in Singapore on 20 September 2018, Blocktower expressed interest nonetheless “in taking up 10% of the equity in Orbis”. After the meeting, Blocktower requested Mr Yu “share key achievements (partnerships and product development) since we had a meeting in New York and deal structure you are re-writing once ready”. Mr Yu then ‘paused’ matters:
Oky will do, we are restructuring the token economic as of yesterday and today, we have some major changes coming to present to you and will email across when we go live. Thanks again for your time and the team are extremely excited
[177] Orbis similarly was introduced to Fenbushi by an intermediary on 30 August 2018, the intermediary citing investment interest from other firms with which he had involvement. Mr Yu was express: Orbis “would like to further engaged Fenbushi on a possible equity / token investment partnership” on terms expressly Fenbushi “desires to participate in discussions regarding Orbis & Ecomi equity or token acquisition”, which Fenbushi accepted. But Mr Yu did not respond to Fenbushi’s further enquiries.124
[178] Under cross-examination, Mr Godenzi “[did not] recall specifically” if he cared Blocktower or Fenbushi was involved in purchasing equity in Orbis. He denied he wanted to make it clear to Mr Yu Orbis should choose MB Technology over Fenbushi, saying he was “not sure on the specifics of that”. Meanwhile, Mr Yu agreed under cross-examination neither Blocktower nor Fenbushi made an actual offer of investment.
[179] The comprehended extent of Blocktower’s and Fenbushi’s interest in acquiring Orbis shares initially was communicated incidentally to Mr Godenzi by Mr Crothers,125 who said under cross-examination “during this time there were a lot of business updates going on. Yeah, I potentially could have misinterpreted what [Mr Yu] said”. Mr Crothers there explained “[Mr Yu] mostly handled this kind of content to do with the business, which is why I’ve suggested to [Mr Godenzi] that he speaks to [Mr Yu] directly on it”. Mr Godenzi’s initial reaction was to affirm MB Technology’s commitment to enter the shares subscription agreement; his
124 See [91] above.
125 See [91] above.
subsequent reaction was to ensure MB Technology’s own acquisition of Orbis shares was unaffected.126
[180] Again, MB Technology’s acquisition of Orbis shares was not induced by any representation by Orbis as to Blocktower’s and Fenbushi’s interest in investing; Mr Godenzi only wanted to know MB Technology’s “equity allocation” was secure in the face of any such interest, whatever it was, which accommodation he expressly contemplated as “[not] a bad idea”.127
… third representation: Ecomi/Orbis
[181] The contended representation of Ecomi’s and Orbis’ effective indistinguishability and interoperability depends on Mr Godenzi wholly lacking the characteristics of an experienced cryptocurrency advisor against which the representations are to be assessed.
[182] The former relates to one of the documents attached to an email sent by Mr Yu to MB Technology on 5 October 2018, preparatory to their meeting in Thailand. It is a five-page document titled “ECOMI Company Structure”. There is no mention of the document in Mr Yu’s email, which on its face appears intended only to communicate the other three attachments, being Mr Yu’s spreadsheet and draft share sale terms sheet and share subscription agreement. None of those documents refers to it either.
[183] Given Mr Godenzi’s concession under cross-examination the Thailand meeting on 10 October 2018 was to discuss “the token model”,128 his contention in evidence-in-chief he received those documents in relation to MB Technology’s prospective “equity purchase”, and effectively to represent acquisition for shares in Orbis somehow encompassed equity in Ecomi, cannot be maintained.
[184] At issue is the graphic and written description titled “Company Structure”on the second page of the document. Mr Godenzi’s evidence was he understood from the page “Orbis and Ecomi operate as one business”. Under cross-examination he said
126 At [94]–[96] above.
127 See [96] above.
128 See [133] above.
“To me this looks like it runs as a single operation, split between jurisdictions for a token sale”. He acknowledged that was “ my interpretation of the documents I saw at the time”, as referring “to a single company structure … the two entities separate legal entities presented here operating to one from what I can see”. This is despite Mr Godenzi’s prior identification of the prospect of “buying in to both equity partners of the business”.129
[185] The submission is the document’s company structure representation was misleading, because the intention illustrated by a draft agreement between Orbis and Ecomi—provided by Mr Yu to MB Technology a few days after the Thailand meeting—was for Orbis to pay Ecomi commissions on sales of collectibles and licence fees for use of its platform. But the document itself states:
Ecomi ltd (Token Issuer) is a Singapore based limited liability company, Its directors are David Shu-Han Yu. As a legal entity, it operates independently from Orbis Blockchain Technologies ltd (N.Z) though Orbis advises and have an agreement with Ecomi both in technology and licensing of it’s IP. Ecomi and Orbis have also negotiated a contractual agreement in which Ecomi will licenses Orbis’ IP under a License and Platform Use Agreement. This contract is structured with an license fee and also will depends on future performance metrics with loyalty from Ecomi Collect product and other offerings.
[186] In other words, even if the document was intended to be given to MB Technology in connection with its prospective purchase of Orbis’ shares, the document is express the two companies operate independently from each other, with agreements between them for Orbis’ use of Ecomi’s property. More significantly, the document specified there were two distinct and independent companies, and the accompanying draft documents expressly related only to acquisition of shares in Orbis, valued on the basis then of USD 8.8 million worth of OMI tokens to be transferred from Ecomi. Mr Godenzi accepted he needed to verify that valuation.130 And the draft agreement provided to MB Technology prior to its payment clarified any doubt as to the companies’ relationship.
[187] Mr Godenzi’s claimed understanding is credulous, particularly when the ‘representation’ documents were provided for discussion only of the token model. On
129 At [161] above.
130 See [92] above.
Mr Godenzi’s own advice,131 that model was to be divorced from any USD currency valuation as might have been thought extracted from Ecomi. And, in any event, long before either Orbis or MB Technology had committed to sale and purchase of Orbis’ shares to MB Technology, Orbis specifically identified there were commercial arrangements between it and Ecomi. MB Technology’s objective in settling the share subscription agreement was to confirm arrangements for Ecomi’s OMI tokens in Orbis’ hands,132 such contradicting the present alleged representation.
… fourth representation: Niantic
[188] Exactly the same criticism of Mr Godenzi’s credulousness springs from Orbis’ contended representation of Niantic’s involvement in the Ecomi project, when the representations are to be assessed objectively from the perspective of an experienced cryptocurrency advisor.
[189] Mr Godenzi’s evidence-in-chief initially was Mr Yu told him “Niantic were building the app for the collectibles”. Mr Williamson’s evidence was Niantic was mentioned by name to him and Mr Godenzi by either Mr Yu or Mr Crothers in an early meeting in Orbis’ Taipei offices.
[190] In fact, on 5 October 2018, Mr Godenzi initiated a message with Mr Yu— showing a screenshot of an internet search result for “niantic inc”, citing a Wikipedia entry for the company as “an American software development company based in San Francisco, … best known for developing the augmented reality mobile games Ingress, Pokemon Go and the upcoming Harry Potter: Wizards Unite”—asking “Have you considered these guys for the gaming aspect of the app?”. Mr Yu immediately responded:
The guys behind the design is already on our advisor we are already got them to do the AR
The contract arrived last week We are on top of it already!
131 See [86] above.
132 See [102] above.
[191] Months later, in the course of 24–25 December 2018 messages with Mr Crothers, Mr Godenzi forwarded a link to an internet publication referring to “pokemon go creators launch ar game contest that nearly resembles american idol”, asking “You guys seen this? This is thebguys doing our app right?”. The messaging continued:
Mr Crothers: “Niantic only develops there own products and applications. They are one if the major owners of Pokemon”;
Mr Godenzi “Who is building ours? Thought it was the same company as Pokémon go?”;
Mr Crothers: “Nope not sure where you got that idea. We’ve got out own staff and an outsource company”;
Mr Godenzi: “Hmm got it from David. It was the outsourced company that we though was the same one”;
Mr Crothers: “Must have been a miscommunication. Niantic only do their own stuff”;
Mr Godenzi: “Very strange, just spoke to my team and they all thought the same thing based of what we were told”;
Mr Crothers: “I manage all the app dev and we've never spoken to Niantic about app dev. Dave has met them about Pokemon license, that’s it”; and
Mr Godenzi: “Ok just so you know this is what he did tell us”.
[192] Nonetheless, Mr Godenzi’s evidence-in-chief continued “[Mr Yu] replied telling me that they were already Ecomi’s advisor”. Mr Godenzi went on to explain his comprehension Niantic’s involvement was “huge”: having “a solid database to promote its projects to”; being “one of the world’s best app developers” with “one of the best marketing teams in the world”; and offering “potential to partner in-app, where Pokémon Go users could get sent some NFTs from Ecomi”.
[193] Mr Yu’s completely uncontested evidence was Ecomi had contracted a company—which “previously partnered with Niantic, to design the augmented reality features for Pokemon Go”— to undertake “the design of augmented reality features for Ecomi”.
[194] Under cross-examination, in relation to the exchange with Mr Yu, Mr Godenzi fell back to “[his] understanding was at the time that Niantic had been building the
app”. He conceded the only basis for that understanding was Mr Yu’s message response, which he ‘interpreted’ meant “Niantic did the AR or are doing the AR”. (Mr Williamson conceded “it is entirely possible” he was mistaken about Niantic’s previous mention. But he considered the mention also was entirely possible, consistently with Orbis allegedly “amplifying certain brands [as] part and parcel of the documents that were presented to the public”.)
[195] Mr Godenzi said he did not know what Mr Yu’s reference to “the guys behind the design is already on our advisor” meant. Pressed further on his comprehension, he said he saw that reference “as separate elements there … There’s some people who are behind the design as the advisor and then they got them to do the AR is my understanding”. Finally, Mr Godenzi conceded “[t]he words are a little difficult to interpret, reading them this way. It is my understanding at the time, until Dan clarified later”. He explained, as between whoever developed the AR and Niantic, his preference for involvement with the Ecomi project lay with “Niantic due to the size and reach of that company. That’s where [he believed] the value was at the time”.
[196] Again, there simply was no representation Niantic was involved with the Ecomi project at all. All there is is Mr Godenzi’s wishful thinking for grandiose connections, this time arising without even reflecting on the actuality of was said in the course of a fleeting electronic message exchange. Australian consumer protection law has subverted an expression from English passing off law to confirm misleading and deceptive conduct is not such as only may affect “a moron in a hurry”.133 The threshold remains as it is expressed in New Zealand law:134 of objective assessment from the perspective of a reasonable person; here, having the characteristics of an experienced cryptocurrency advisor. Such a person could not have been induced to enter the share subscription agreement on the basis of so flimsy and equivocal a reference, and certainly would not have been so induced to enter the transfer agreements after obtaining clarification.
133 Rares J “The significance of context in misleading and deceptive conduct cases" (FCA) [2023] FedJSchol 12.
134 See [148] above.
… fifth representation: business development OMI tokens
[197] As said,135 Orbis resolved to issue a further 1.8 million shares, initially at USD 1 per share to reflect anticipated transfer of Ecomi’s OMI token issue to Orbis. Its draft term sheets for circulation to prospective purchasers initially valued the offering at USD 1.8 million:
… based on a pre-money valuation of US$18,000,000, which consists of US$10 million worth of OMI Tokens that will be transferred by Ecomi Technology PTE Ltd., a Singapore company (“Ecomi”) to the Company, will, prior to the Completion.
[198] The initial draft terms sheets included a further term purchasers would “purchase OMI Tokens from Ecomi at a total purchase amount that is no less than three (3) times its Investment Amount”. Later drafts specified the USD 18 million pre-money valuation consisted of “US$8.80 million worth of OMI Tokens” for such transfer. Still later drafts omitted any specificity beyond the valuation itself. Subsequent drafts advised an offering valued at USD 1,796,663.40:
… based on a pre-money valuation of US$17,796,663.40 which consists of 150,000,000,000 OMI Tokens that will be transferred by Ecomi Technology PTE Ltd. a Singapore company (“Ecomi”) to the Company, under contractual agreement.
and omit reference to any collateral purchase of OMI tokens.
[199] Such was revised again in the text of the term sheet later provided to MB Technology for execution (but not then executed) together with the share subscription agreement,136 to refer to an offering valued at USD 1.8 million:
… based on a pre-money valuation of US$18,000,000, which consists of 150,000,000,000 OMI Tokens that will be transferred by Ecomi Technology PTE Ltd. a Singapore company (“Ecomi”) to the Company, under contractual agreement.
[200] In providing that further revision to MB Technology, as explained,137 Mr Crothers explained to Mr Godenzi:
135 At [24] above.
136 See [90] above.
137 At [102] above.
As requested we have adjusted wording under the ‘Pre-money valuation’ section to be more specific about Orbis’ ownership of the tokens.
We have constructed the language in the term sheet based on the knowledge that funding parties external to crypto will be reviewing the terms, such as Comcast, and as such the mention of tokens needs to remain light. Many of the external companies are publicly listed and do not look on the world of tokens favourable, so we’ve tried to minimise the wording around this.
[201] Mr Crothers provided a final draft of both the term sheet and share subscription agreement to MB Technology on 7 December 2018, possibly reverting to the USD 1,796,663.40 offering, but otherwise based on the same pre-money valuation of USD 18 million. On offer was 366,666 shares at a price of USD 4.90 per share.
[202] MB Technology’s contention here is Mr Yu and Mr Crothers represented Orbis would own the entire holding of business development OMI tokens, then worth approximately USD 8.8 million, for use in growing the Ecomi business. Its submission is the representation “would communicate to any reasonable purchaser looking to purchase equity in Orbis” the value of Orbis’ shares was based on its ownership of those tokens.
[203] The representation wholly is founded on Mr Godenzi’s and Mr Williamson’s expressed comprehension of the documents sent to him by Mr Yu on 5 October 2018.138 Focusing again on the page titled “Company Structure”, Mr Godenzi noted its text box seemingly specifying Orbis as “Holder of US$8.8m OMI Token”. “That”, he said, “is a reference to the business development tokens”. He continued to note the comparable reference in the draft terms sheet attached to Mr Yu’s email.139 Mr Godenzi found confirmation of the position in Mr Yu’s spreadsheet: “Under ‘long term fund’, 20% of tokens are allocated to ‘Orbis Equity Company’, recorded in USD as $8.8 million”. Mr Williamson said “[a]lso key to my assessment of Orbis’ value was the long-term business development OMI tokens that Orbis held”, referring to Mr Yu’s spreadsheet.
[204] Under cross-examination, Mr Godenzi’s ultimate position was the text box on the page titled “Company Structure” meant “Orbis owned $8.8 million worth of OMI
138 At [182] above.
139 Quoted at [197] above.
tokens”. He resisted any suggestion such could only have occurred with Orbis’ corresponding liability to Ecomi for transfer of its OMI tokens to Orbis. Mr Williamson accepted the various iterations of the whitepaper were not saying the tokens were “being given away by Ecomi”. He observed there was not:
… any great detail about the inner workings about who’s being a what within Ecomi and the use of funds and what’s being outsourced, this is not a comprehensive document that describes every facet of the Ecomi business.
He agreed “it’s certainly not saying that Ecomi’s going to give anything away”.
[205]Mr Yu’s cross-examination elicited of the terms sheet:
[W]e expressed a numerous time with the plaintiff how we gonna transfer that 10 million, is it a loan, is it a debt. And we could never get a clear answer for them, that’s why this was never actually signed”.
He agreed he was “drafting up a contract to reflect how the OMI tokens would be owned”, the licence and platform use agreement. He agreed “Orbis never in fact owned any tokens”, because the agreement was not fully performed on MB Technology’s advice to move to a different blockchain.
[206] The contention the representation was made to induce MB Technology’s prospective “equity purchase”, or in any event was relied on by MB Technology in entering the share subscription agreement, again is unsustainable.
[207] First, the documents containing the representation were provided for discussion of the token model, not MB Technology’s acquisition of shares.140 Second, the documents were express the OMI tokens were Ecomi’s asset, licensed to Orbis.141 Third, the spreadsheet’s proposed OMI tokens allocation was populated by Mr Godenzi;142 none is allocated to “Orbis Equity Company”, Mr Godenzi instead attributing 20 per cent of the 750 billion tokens to “Long Term Fund”. Fourth, the draft terms sheets provided to MB Technology materially varied in their expression of any substance for the value of Orbis’ shares.143
140 See [133] and [183] above.
141 See [185]–[186] above.
142 See [98] above.
143 See [197]–[199] and [201] above.
[208] And last, in making arrangements for MB Technology’s entry into the share subscription agreement, MB Technology was given complete freedom to address the OMI tokens issue.144 Again,145 MB Technology specifically sought confirmation of arrangements for the OMI tokens in Orbis’ hands.146 Mr Godenzi expressly was told the OMI tokens were to be transferred from Ecomi to Orbis “under contractual arrangement”.147 He was told the reason for that expression.148
[209] Mr Godenzi then entered the share subscription agreement for MB Technology. Objectively assessed—from the perspective of an experienced cryptocurrency advisor, fully apprised of OMI tokens arrangements between Ecomi and Orbis—nothing in the 5 October 2018 documents constituted any misrepresentation even capable of inducing that entry.
… sixth representation: Comcast
[210] Mr Godenzi’s evidence was Mr Yu and Mr Crothers had told him “Comcast was interested in equity in Orbis” and “looking to be an equity investor in the same round as MB Technology and were looking at the other 5% of shares in that round”. He said the issue arose “multiple times in conversation”, probably in mid-September or early October 2018.
[211] By that time, Mr Yu had been introduced to Comcast.149 Orbis’ dealings with Blocktower and Fenbushi were ‘paused’ in early October 2018.150 Mr Godenzi amended Mr Yu’s spreadsheet in mid-October 2018 to include Comcast’s name as potential acquirer of the other five per cent of Orbis’ shares on offer.151 Comcast declined opportunity to invest in Orbis on 18 November 2018, explaining:
[A]fter a review of the materials, I am quite interested in your approach. That being said, I think it might be a bit early for us. We typically look for seed investments with some market traction (firm understanding of CAC:LTV, usage, engagement, retention, etc). Given that it seems like you are still in the
144 See [102] above.
145 See [92] above.
146 See [102] above.
147 See [199] above.
148 See [200] above.
149 See [91] above.
150 See [91]–[95] above.
151 See [101] above.
process of gathering that type of product market fit data, I am going to pass for now.
Nonetheless, Comcast advised it was “happy to track progress and see if this is a fit for next round”. So Comcast remained ‘interested’.
[212] Even on that basis alone, there is no room for any contention the representation induced MB Technology’s investment in Orbis. As with Blocktower and Fenbushi,152 MB Technology’s motivation was to maintain its own opportunity to invest in Orbis.
[213] Instead the claim to inducement again is founded on Mr Godenzi’s “research” and consequential aspiration. His evidence was:
I had not heard of Comcast before, but I did some research to see who they were. It came up that they were a multi hundred-billion-dollar media and technology conglomerate. They did internet, mobile, entertainment, sports, news. It was huge, and worldwide.
I am not sure why David and Dan told me about it, but I assume it was either because somebody else wanted to buy into the round as well, or they were boasting to build up the credibility of the project. If Comcast wanted to invest into the project, then that gave a lot of credibility in my eyes: if a multi-billion dollar media company wants to invest in this, then that gives the green light I need. I am sure that a company like Comcast would do a lot of due diligence and research before making that decision, so it absolutely gave me some confidence in the investment. I am not a better investor than Comcast, I cannot argue with Comcast's reputation. If they are coming in, then you are dealing with something pretty legitimate.
[214] Mr Godenzi’s evidence also referred to Mr Crothers’ explanation of “funding parties external to crypto … such as Comcast” requiring the term sheet have particular wording,153 which Mr Godenzi understood to be generic reference to “mainstream” companies, and understood also “Comcast needed to be sure that they were getting the same terms as MB Technology”. He said, when signing the share subscription agreement on 12 December 2018, Mr Yu and Mr Crothers “were saying that I had to sign the share subscription agreement before Comcast would sign, because they needed to see equal terms”.
152 See [179] above.
153 See [200] above.
[215] Yet Mr Godenzi was explicit in evidence it only was his ‘belief’ “Comcast had theirs on the desk ready to go”. He sought to bolster that by saying “I was told that Comcast was signing imminently, so we needed to first”, but the contemporaneous material to which he points for that assertion is his own message to Mr Crothers on 31 August 2019 “you told me Comcast were signing the next day”. The evidence of their communications at the time does not make out that post facto contention, but rather leaves the question indeterminate: “funding parties external to crypto will be reviewing the terms, such as Comcast”; “[m]any of the external companies are publicly listed”.154
[216] Mr Godenzi also knew from Mr Crothers on 30 November 2018 Mr Yu had yet to conclude the funding round, of which MB Technology had indicated it would acquire at least half. Indeed, even when Mr Crothers incorrectly said “Comcast has an offer on the table right now”, Mr Godenzi’s response was only “no issue here with that if you guys are signing off the balance from another allocation”.155
[217] That Mr Godenzi needed to obtain Mr Yu’s confirmation of the round’s closure with Comcast is obvious. It is exactly what objectively is expected of an experienced cryptocurrency advisor before entering the share subscription agreement on the basis on any such contended inducement. And, again, even if Mr Godenzi had to be led to that conclusion by Mr Crother’s multiple directions he address non-operational matters with Mr Yu, Mr Godenzi again still signed the transfer agreements without enquiring further.156
[218] There was no inducement made by Mr Yu’s and Mr Crothers’ reference to Comcast. It is clear Mr Godenzi objectively did not embody characteristics of an experienced cryptocurrency advisor. His evidence acknowledged MB Technology’s entry into the share subscription and transfer agreements instead was based in his assumptions:
Fenbushi, Blocktower and Comcast’s investments gave me a lot of confidence in the deal, especially Comcast. Fenbushi and Blocktower were very experienced in the cryptocurrency field and had a lot of recognition in the
154 See [113]–[114] and [200]–[201] above.
155 See [113]–[114] above.
156 See [179] above.
industry. Comcast was a multi-billion-dollar media company. My entire approach probably would have been different if I had known that they were not investing, or were not as certain about investing as David said they were. It is difficult to say exactly how. I would not have rushed into MB Technology’s investment as much. I would have wanted to continue to watch how the project operated and assessed the situation, asked if these were the right people to do business with. I would have looked more into the other things we needed, like the licences.
[219] Mr Yu did not say any other party was “certain about investing”. Mr Godenzi’s own apprehension from his discussion with Mr Yu was Comcast’s involvement “wasn’t looking likely”.157 Mr Godenzi’s assumptions outweighed the critical faculty necessary in the characteristics of an experienced cryptocurrency advisor. Mr Godenzi’s ambitions, aspirations and especially assumptions provide no basis for Orbis’ Fair Trading Act liability.
[220] For each of the above reasons, I will dismiss MB Technology’s Fair Trading Act cause of action.
—Orbis’ counterclaims
[221] Orbis’ counterclaims are, by reason of MB Technology’s untrue and incorrect representations and warranties: first, MB Technology’s name wrongly is entered in (and thus Orbis’ name wrongly is omitted from) Orbis’ share register; and, second, MB Technology is to indemnify Orbis, Ms Mullings and Mr Khan “against any loss, damage or liability due to or arising out of a breach by [MB Technology] of any of the representations and warranties”.
[222] First, the share subscription agreement remains of no effect.158 How it may have operated if validated is immaterial.159 So there can be no question if Orbis’ name wrongly is omitted from its share register.
[223] Second, the transfer agreements provide Ms Mullings and Mr Khan had “the right” to reacquire their Orbis shares sold to MB Technology for their purchase prices if either:
157 See [117] above.
158 See [64] above.
159 National Westminster Finance New Zealand Ltd v South Pacific Rent-a-Car Ltd [1985] 1 NZLR 646 at 654.
…learns at any time after purchase that [MB Technology] has misrepresented any material information in any of the documents that [MB Technology] submitted to [Ms Mullings and Mr Khan respectively] in connection with this subscription.
Ms Mullings and Mr Khan each executed undated deeds assigning all their rights and interests under the transfer agreements to Orbis and entitling Orbis to “assume and conduct” their defence in this proceeding. Neither Ms Mullings nor Mr Khan gave evidence.
[224] I do not know what documents MB Technology may have submitted to Ms Mullings and Mr Khan: the evidence instead was Orbis, through Mr Yu and Mr Crothers, operated as intermediary between the parties. I therefore do not know what Ms Mullings or Mr Khan may have learned of any material misrepresentation by MB Technology in such documents. And thus I do not know what material information may there have been misrepresented.
[225] Given the transfer agreements’ specification of MB Technology’s representations 4.(a)–(r) being made “[t]o induce [Ms Mullings and Mr Khan] to sell the Shares”, there also is a significant question why their ‘right’ to reacquire is defined in reference to representations otherwise described. It should have been simple drafting for the ‘right’ expressly to cross-refer to cl 4. The inference is the transfer agreements’ representations were not those on which the ‘right’ may be exercised.
[226] And, last, so far as I can tell from the evidence and pleadings, neither Ms Mullings nor Mr Khan (or Orbis by assignment) have exercised any right of reacquisition. To the contrary, on behalf of Orbis alone, solicitors proposed to resolve MB Technology’s claim on terms including property in the shares came to Orbis.
[227] So, again, there can be no question if any of Ms Mullings, Mr Khan’s or Orbis’ names wrongly is omitted from Orbis’ share register. In any event, such cannot be maintained in the face of my decision to rectify the register in MB Technology’s favour. Orbis’ claim of omission for rectification necessarily means MB Technology’s name wrongly is entered in Orbis’ register. And it cannot be, because that is what
I have decided to do in rectification of the register. It is not a contractual consequence, but one of judicial decision-making, to stand unless overturned.160
[228] Third, in terms of any indemnity, Ms Mullings and Mr Khan have established no loss or damage, and have no liability, arising from any breach of the transfer agreements.
[229]I will dismiss Orbis’ counterclaims.
Result
[230]In respect of MB Technology’s third and fourth causes of action,
(a)under s 91(2) of the Companies Act, I order:
(i)rectification of Orbis’ share register in terms of s 87(2) with respect to MB Technology’s shareholdings by reference to the transfer and share subscription agreements;
(ii)payment of compensation by Orbis to MB Technology in the amount of USD 257,395.23; and
(b)under s 10 of the Interest on Money Claims Act 2016, I award interest on:
(i)USD 66,112.41 for the period that begins on 21 December 2021; and
(ii)USD 191,282.82 for the period that begins on 13 September 2023—
and in either case ends on the day on which the judgment debt (including all interest payable under the 2016 Act) is paid in full.
[231]MB Technology’s first, second, fifth and sixth causes of action are dismissed.
[232]Orbis’ counterclaims are dismissed.
160 Commissioner of Inland Revenue v Redcliffe Forestry Venture Ltd [2012] NZSC 94, [2013] 1 NZLR 804 at [28].
Final comments
[233] Although MB Technology clearly is the successful party here, it should be relatively clear from my reasons I consider its first and second causes of action to have lacked a sufficient evidentiary basis to justify their making. That may have some resonance in costs.
[234] Neither should anyone think my rectification of Orbis’ share register implies any judicial approval of the contractual illegality and statutory unlawfulness apparent as occurring in the facts I have found. Although, at my invitation, counsel were keen to assure me no larger corporate or financial regulatory issues were put at issue by Orbis’ capital raising endeavours in offering shares and tokens, I also am far from satisfied that is the case. But that is not for my decision now.
Costs
[235] If the parties cannot agree costs, they are reserved for determination on short memoranda each of no more than five pages—annexing a single-page table setting out any contended allowable steps, time allocation and daily recovery rate—to be filed and served by MB Technology within 10 working days of the date of this judgment, with any response or reply to be filed within five working day intervals after service. Such memoranda are to incorporate all undetermined interlocutory claims for costs.
—Jagose J
Counsel/Solicitors:
J S Cooper KC, Auckland M A Corlett KC, Auckland
AJB Holmes, Barrister, Auckland JAR Barrow, Barrister, Auckland Buddle Findlay, Wellington
Lee Salmon Long, Auckland Wilson Harle, Auckland
Koo Telle Lawyers, Auckland
- AGLC
- MB TECHNOLOGY LTD AND ORBIS BLOCKCHAIN TECHNOLOGIES LTD DAVID SHU-HAN YU DANIEL JOHN CROTHERS Continued overleaf [2025] NZHC 1012
- Case
- [2025] NZHC 1012
- Decision Date
CaseChat Overview and Summary
Orders
Orders of the court
Full text does not contain this section.
Background
Background to the litigation
Full text does not contain this section.
Evidence
Evidence Before The Court
Full text does not contain this section.
Decision
Reasons for decision
Full text does not contain this section.
Ratio Decidendi
Legal Principle Established
Full text does not contain this section.