MB Technology Ltd v Orbis Blockchain Technologies Ltd - [2024] NZHC 1469

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE

COMMERCIAL PANEL

CIV-2020-404-1541

[2024] NZHC 1469

BETWEEN
MB TECHNOLOGY LTD

Plaintiff

AND

ORBIS BLOCKCHAIN TECHNOLOGIES LTD

First defendant

DAVID SHU-HAN YU
Second defendant

DANIEL JOHN CROTHERS
Third defendant

Continued overleaf

Hearing: 31 May 2024

Appearances:

J S Cooper KC and S A Barker for MB Technology Ltd M Heard for Orbis Blockchain Technologies Ltd

AJB Holmes for Mr Yu and Mr Crothers
C P Browne and J J Gosha for Ecomi Technology Pte Ltd

Date of judgment:

5 June 2024

JUDGMENT OF JAGOSE J

This judgment was delivered by me on 5 June 2024 at 3.30pm.
Pursuant to Rule 11.5 of the High Court Rules.

………………………… Registrar/Deputy Registrar

Counsel/Solicitors:
J S Cooper KC, Auckland
AJB Holmes, Barrister, Auckland Buddle Findlay, Wellington
Lee Salmon Long, Auckland Koo Telle Lawyers, Auckland Wilson Harle, Auckland

MB TECHNOLOGY LTD v ORBIS BLOCKCHAIN TECHNOLOGIES LTD [2024] NZHC 1469 [5 June 2024]

ECOMI TECHNOLOGY PTE LTD
Fourth defendant

DENISE MULLINGS
Fifth defendant

JAHANZAIB KHAN
Sixth defendant

[1] This judgment requires to be read in conjunction with my 1 June 2022 judgment,1 and the Court of Appeal’s 7 March 2024 judgment upholding it.2

[2] My earlier judgment dismissed the first (Orbis) and fourth (Ecomi) defendants’ applications (and Orbis’ application for summary judgment on its counterclaims) to strike out the plaintiff’s (MB Technology) first cause of action in this proceeding as barred by a settlement agreement between the parties. I do not repeat the applicable interpretative principle,3 accepted by the Court of Appeal.4

Background

[3]Clause 1.1 of the settlement agreement relevantly provided:

The Parties hereby irrevocably and unconditionally agree, without any admission as to liability, to a full and final settlement of all claims as between the Parties in respect of, arising directly or indirectly out of, or in connection with the Singapore Action and the New Zealand Ecomi Action, and the allegations made in the Singapore Action and the New Zealand Ecomi Action however so arising, on the terms and conditions of this Settlement Agreement. For the avoidance of doubt, this clause does not apply to the New Zealand Orbis Action.

The “New Zealand Orbis Action” is this proceeding.

1      MB Technology Ltd v Orbis Blockchain Technologies Ltd [2022] NZHC 1257.
2      Ecomi Technology Pte Ltd v MB Technology Ltd [2024] NZCA 47.
3      MB Technology Ltd v Orbis Blockchain Technologies Ltd, above n 1, at [13]–[14].
4      Ecomi Technology Pte Ltd v MB Technology Ltd, above n 2, at [51].

Defendants’ applications for strike-out and summary judgment

[4] The second (Mr Yu) and third (Mr Crothers) defendants now apply for MB Technology’s second and third causes of action to be struck out (and for leave to apply for summary judgment on their defences). And Orbis seeks leave also now to bring a further application for strike-out of the third cause of action.

[5] For those defendants,5 Antony Holmes and Michael Heard respectively submit the…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading MB Technology Ltd v Orbis Blockchain Technologies Ltd

Details

AGLC: MB Technology Ltd v Orbis Blockchain Technologies Ltd [2024] NZHC 1469
Case: [2024] NZHC 1469
Decision Date: 5 June 2024

CaseChat Overview and Summary

MB Technology Ltd sought to enforce its claims against Orbis Blockchain Technologies Ltd, as well as two of Orbis' directors, following a settlement agreement with Orbis and another party, Ecomi Technology Pte Ltd. The defendants contested MB Technology's claims, arguing that the settlement agreement barred certain causes of action. Specifically, they sought to strike out the second and third causes of action on the basis that they were settled, and for leave to apply for summary judgment on their defences. The court had to determine whether the settlement agreement barred the second and third causes of action.

The court found that the settlement agreement did not bar the second and third causes of action. It held that the settlement agreement's scope was limited to the discontinued proceedings against Ecomi and the allegations made in those proceedings. The second and third causes of action, which related to MB Technology's investment in Orbis, were not part of the settled proceedings and were not barred by the settlement agreement. The court emphasised that the settlement agreement was intended to avoid any doubt that it did not apply to the proceeding against Orbis. The court also noted that the second and third causes of action were based on different representations and were not claims arising out of the settled proceedings.

The applications to strike out the second and third causes of action, and for leave to apply for summary judgment on the defendants' defences, were dismissed. The court found that the defendants' arguments were inconsistent with the reasoning in the earlier judgment and the Court of Appeal's decision, which had upheld the interpretation of the settlement agreement. The court held that there was no ambiguity in the settlement agreement that would bring the second and third causes of action within its scope.

The court reserved costs for determination on short memoranda to be filed by MB Technology. The defendants were ordered to pay MB Technology's costs of the applications.

Orders