Mrs X v Company B
[2014] NZHC 2125
•4 September 2014
ORDER PROHIBITING PUBLICATION OF NAMES, ADDRESSES OR IDENTIFYING PARTICULARS OF THE PARTIES AND OF THE ENTITITES ANONYMISED IN THE JUDGMENT
IN THE HIGH COURT OF NEW ZEALAND CHRISTCHURCH REGISTRY
CIV-2014-409-000354 [2014] NZHC 2125
UNDER the Land Transfer Act 1952 AND
UNDER
the Property (Relationships) Act 1976
BETWEEN
MRS X Plaintiff
AND
COMPANY B Defendant
Hearing: 18 and 21 July 2014 Appearances:
A M Corry for Applicant
J E Bayley for RespondentJudgment:
4 September 2014
JUDGMENT OF ASSOCIATE JUDGE OSBORNE
on application as to non-lapsing of notice of claim
MRS X v COMPANY B [2014] NZHC 2125 [4 September 2014]
Table Of Contents
Introduction ............................................................................................................[1] The subject matter of this proceeding – the Company B land ...............................[3] The notice of claim.................................................................................................[5] The other notice and the Company A land .............................................................[8] The interest claimed in this case ..........................................................................[12] H Trust..................................................................................................................[18] Background to Company B’s ownership of the Company B land .......................[20] The 2012 agreement to sell the Company B land ................................................[26] Evidence as to the reason for the Company B/P sale ...........................................[31] Mrs X’s claim .......................................................................................................[43] Ms Corry’s submissions [43] Constructive trust claim or sham trust claim? [46]
Does Mr X have a reasonably arguable beneficial interest in the Company B land through a constructive trust? ................................................................................[48]
The beneficial interest identified in the notice of claim and pursued at hearing
The formulation of Mrs X’s constructive trust claim [50] The ingredients of a constructive trust – (1) Contribution to the property in
question ................................................................................................................[51] The ingredients of a constructive trust – (2) Reasonable expectation of an interest which Company B should reasonably expect to yield .........................................[66]
Mrs X’s evidence and Ms Corry’s submissions [66] The irrelevance of the Company B sale to P [72] Conclusion............................................................................................................[75] Costs .....................................................................................................................[77] Orders ...................................................................................................................[79]
Introduction
[1] The applicant, Mrs X, and Mr X were together for 25 years, marrying in 1990 and separating in April 2013.
[2] By the efforts and skill of one or both (they disagree on which permutation) they arranged the purchase and holdings of numerous properties. They arranged the formation of numerous entities, mainly trusts but also companies, which acquired properties.
The subject matter of this proceeding – the Company B land
[3] This proceeding concerns Mrs X’s notice of claim (pursuant to s 42 Property (Relationships) Act 1976 (PRA) over land at [address redacted] (the Company B land).
[4] The respondent, Company B, is the registered proprietor of the Company B land. I return, below at [20], to the history of the interest which X interests have had in the Company B land since 2003.
The notice of claim
[5] On 28 April 2014, Mrs X lodged a notice of claim over the Company B land. The notice of claim was expressed to be a notice of claim under s 42 PRA. The notice states the interest claimed as being:
Mrs X is the spouse of Mr X of [address redacted], Property Investor, who is the beneficial owner of the land described below by way of an arrangement between Mr X and the Registered Proprietor of the said land Company B (“Company B”) by virtue of:
a. A constructive trust or express or implied trust or common intention trust, between Mr X and Company B whereby Mr X is the beneficial owner of the estate
b. Mr X is the beneficial owner of the land, irrespective of the ownership structure
c The beneficial ownership of Mr X is relationship property.
[6] The notice goes on to state that under the PRA an interest is claimed by virtue of marriage (of Mrs X with Mr X) on 2 July 1990.
[7] Company B promptly initiated the caveat-lapsing procedures under s 145A Land Transfer Act 1952 (the LTA) which apply also to notices of claim.1 Mrs X applied within the required time for an order that the notice of claim not lapse. An order to that effect was made on 25 June 2014.
The other notice and the Company A land
[8] At the same time as hearing Mrs X’s application in relation to the Company B land, I heard her application for an order that her notice of claim over separate land not lapse.
[9] Company A is the registered proprietor of four other properties in [location redacted]. The shareholding in Company A is owned by a X family trust.
[10] On 2 December 2013, Mrs X claimed an interest in the Company A properties by way of a notice of claim under s 42 PRA. The claim over the Company A properties is in part asserted to be as beneficiary of a trust (constructive, express, implied or common intention) of which the registered proprietor is trustee, parallel to the claim in this case. In the Company A claim, however, there was an additional limb of claim, namely that the Company A ownership structure was a sham or illusory.
[11] A judgment in relation to the Company A notice is issued contemporaneously with this judgment.2
The interest claimed in this case
[12] The starting point for analysis is the interest as claimed in the notice of claim.
[13] The Court, on a caveat-lapsing application, is empowered to sustain a caveat only if the applicant establishes his or her title to the interest (or other entitlement)
1 Property (Relationships) Act 1976, s 42(3).
2 Mrs X v Company A [2014] NZHC 2126.
“therein specified”.3 Accordingly it is not relevant to consider any other interest for which the applicant might argue. Consequently, I consider in this case only a claimed interest by way of a beneficial interest in a trust. I am not called upon to consider in this proceeding the second layer of argument which arose in the Company A proceeding by which it was asserted that the Company A ownership structure was a sham.4
[14] Mrs X’s notice of claim necessarily recognises that Company B is the legal
owner of the Company B land. There are therefore two layers to her claim namely:
(a) The assertion that Mr X has a beneficial interest in the Company B land because he has a beneficial interest in a trust (constructive, express, implied or common intention) of which Company B is trustee; and
(b) Mrs X claims an interest in Mr X’s interest in the Company B land,
under the PRA, by virtue of her marriage.
[15] Company B did not challenge Mrs X’s entitlement to lodge a s 42 PRA claim
against any beneficial interests acquired by Mr X in the course of the marriage.
[16] The issues in this proceeding relate to whether Mr X has a reasonably arguable beneficial interest in the Company B land by reason of a trust as asserted in the notice of claim.
[17] At the hearing, Ms Corry for Mrs X, argued in terms of an interest derived as a beneficiary of a trust characterised only as a constructive trust. Arguments as to the other three forms of trust referred to in the notice of claim (express, implied or
common intention) were not pursued and I do not consider them further.
3 Land Transfer Act 1952, s 144.
4 As it transpired, I have found in the Company A proceeding that Mrs X had failed to establish a reasonably arguable case as to a sham ownership structure; see [2014] NZHC 2126 at [112] to [113].
H Trust
[18] The H Trust (the Trust) was settled by deed by Mr X’s mother on 26 April
1996. The discretionary beneficiaries include Mr and Mrs X and their children. The trustees, who originally included Mr X and two professional trustees, have altered over the years with Company B now being the sole trustee.
[19] Company B itself was incorporated in May 2002 with [name redacted], a solicitor, as sole director. The shareholder of Company B is [company name redacted]. An accountant, Mr F, subsequently replaced [name redacted] as director. In August 2010, Mr G, a company director, replaced Mr F. Mr F continues to be the accountant and produces the annual financial statements, the most recently completed (for the year ended 31 March 2013) having been produced in evidence.
Background to Company B’s ownership of the Company B land
[20] In 2003, Company B as trustee for the Trust, acquired an interest in two parcels of land at [address redacted] and an additional property at [address redacted], [location redacted], which is not the subject of this proceeding.
[21] Company B entered into arrangements with Company C (Company C) under which Company C became the registered proprietor of all the land but executed a declaration of trust in relation to a half-share.
[22] The land was to be held for long-term investment purposes and negotiations were entered into with Company D. A point was reached where Company C and Company B agreed that they would partition and subdivide the land.
[23] Prior to the subdivision, Mrs X in December 2013 registered a notice of claim under s 42 PRA against the titles which were still in the name of Company C. Mrs X relied upon the declaration of trust between Company C and Company B and asserted that Company B held the beneficial interest for Mr X.
[24] To enable the subdivision to proceed, agreement was reached whereby Mrs X
would withdraw her existing notice, permitting the subdivision documents to be
completed and registered, so as to allow Company B to become registered proprietor of part of the land (the Company B land). Mrs X then registered her notice of claim against the new title of the Company B land.
[25] It is that notice, registered on 28 April 2014, which is the subject of this proceeding.
The 2012 agreement to sell the Company B land
[26] On 27 July 2012, Company B entered into an agreement to sell the Company B land (when subdivided) to [company name redacted] as trustee of the P Trust. Mr G deposes that the sale price was set by obtaining a valuation from a registered valuer. The total consideration was advanced by Company B to the purchaser, repayable on demand and free of interest.
[27] Settlement of the sale (at that point Company B’s unsubdivided half share)
was effected on 10 August 2012.
[28] Mrs X had lodged her initial notice of claim (as against the Company C title) in December 2013. After the agreement as to its removal, the new title issued to Company B on 28 April 2014, with Mrs X relodging a notice of claim that day. [Firm name redacted] as solicitors for the P Trust then called upon Company B to transfer title to the P trustee.
[29] Mr X, by deed, settled the P Trust upon [company name redacted] on 13 July
2012. The discretionary beneficiaries are the trustees for the time being of the Q Trust (which had been established on 22 June 2012). The discretionary beneficiaries of the Q Trust include Mr X’s children and grandchildren, but not Mr and Mrs X themselves.
[30] On 24 March 2014, [company name redacted] retired as trustee of the P Trust and Trustee Company E was appointed trustee.
Evidence as to the reason for the Company B/P sale
[31] In his affidavit in opposition, Mr G has explained the background to Company B’s sale of the Company B land to the P Trust. The following is Mr G’s explanation.
[32] Company C’s trading activities are such that it would be treated as a land developer for tax purposes, with profits arising from land development and other activities being treated as taxable income.
[33] Company B, on the other hand, had intended to hold the Company land (and its [address redacted] interest) as long-term property investments.
[34] Mr G perceived the risk that Company B and/or the Trust would be treated by the Inland Revenue Department as an associate of Company C for taxation purposes. Company B’s future profits in that event would be likely to be treated as taxable income.
[35] Mr G deposes to having taken extensive advice from the Trust’s accountant, Mr F, from a tax specialist at [firm name redacted] and from a lawyer specialising in taxation ([name redacted]). He deposes that the advice from all advisers was that it was desirable for the Trust to dispose of its interests in both the Company B and the [address redacted] land to another party not associated for tax purposes. Future profits arising from long-term holding and developing of the properties would then be unlikely to be subject to income tax.
[36] Mr F also gave opposition evidence.
[37] Mr F deposes that he had read a draft of Mr G’s affidavit. He referred particularly to Mr G’s evidence dealing with the concerns which Mr G says led to Company B’s sale of the Company B land to the P Trust. Mr F deposes that as the accountant for the Trust he had become extremely concerned that there was a potential for that trust to be associated with Company C for tax purposes. It was, in his view, appropriate that the Trust divest itself of its interest in the Company B land
so that the future long-term development of the Company B land would be more likely to be able to be achieved without a future significant tax risk.
[38] Mrs X filed reply evidence. She expressly accepts what Mr F says in relation to his tax concerns “in so far as there may well be justifiable and prudent tax planning reasons for various transactions”.
[39] The general thrust of Mrs X’s reply evidence, however, is that regardless of any tax reasons behind it, the sale would have been directed by Mr X. For instance, she deposes:
I claim that Mr X directed the disposition of the Trust’s interest in the land in
favour of the P Trust. My reasons are set out below:
a) The disposition of land to a new entity with the equity remaining in his control by way of paper loan is common place in [Mr X’s] management of our assets.
b) And is consistent with his control.
c) And this control will and does extend to the future capital gain in the
land …
[40] In other words, Mrs X has a serious concern that yet to be achieved benefits may not go to the Trust (of which she is a discretionary beneficiary) but instead go to the P Trust (of which she is not a discretionary beneficiary).
[41] I record these matters in some detail because they indicate concerns which motivated Mrs X to lodge her notice of claim and to now seek to sustain it.
[42] These are, however, concerns which ultimately cannot determine the outcome of this proceeding. This judgment must turn on whether Mr X has arguably the beneficial interest which Mrs X asserts in her notice of claim. For the reasons I now come to, he has not. While steps taken by Company B to dispose of its interest in the Company B land may be capable of being dealt with through other legislation whether in the Family Court or elsewhere, the issues which might arise in that context cannot alter what is required in this jurisdiction, namely that Mrs X must establish that Mr X has a reasonably arguable beneficial interest in the Company B land.
Mrs X’s claim
Ms Corry’s submissions
[43] Ms Corry, in her written synopsis, opened with an explanation of the claim as follows:
Mrs X claims that:
(a) The beneficial interests in the venture with [Company C] were in reality held at all times and are still held by her estranged husband
…
(b) Further she claims that she has directly contributed relationship property to the purchase of the land.
[44] Ms Corry then adopted the background facts and the legal submissions which she had presented in her written synopsis for the Company A proceeding, which is the subject of my separate judgment issued today.5
[45] Turning then to develop the submission that Mr X had acquired a beneficial interest in the Company B land, Ms Corry added this:
21.Mrs X says that her husband has created a web of companies and trusts, and places himself at the centre. She points out that the parties’ lifestyle was never dependent on the discretion or largesse of benign independent or professional trustees and she has correctly identified that Mr X retains the Power of Appointment in each and every trust settled by him (the majority) or for him.
22. The P and R Trusts are trusts settled by Mr X.
23.The Q Trust which is currently a Beneficiary of the P and R Trusts was settled for Mr X.
24.Given the extensive rights powers and entitlements vested in Mr X at his own direction in respect of the particular trusts involved in this proceeding and the trusts involved in the past property acquisitions there is considerable force and merit to Mrs X’s assertions that such rights are an asset capable of identification, valuation and division.
25.In support of the submission that the land is beneficially owned by Mr X and it is he who is directing the entire X portfolio it is submitted that he is actively involved in directing matters in this proceeding.
5 Mrs X v Company A [2014] NZHC 2126.
Constructive trust claim or sham trust claim?
[46] I have observed that (unlike the Company A notice of claim) the notice of claim in this proceeding asserts only a beneficial interest in a trust.
[47] The submissions advanced by Ms Corry in relation to the Company B notice of claim, including in the passages I have quoted, substantially replicate the submissions in the Company A proceeding. In particular, the submission as to Mr X’s central positioning within the “web of companies and trusts” and his direction of transactions. Those matters would have their most direct relevance in this proceeding if (as in the Company A proceeding) there was an assertion in the notice of claim that the trust and ownership structure was a sham and/or the trust/company represented Mr X’s alter ego. But that is not Mrs X’s assertion in her notice of claim over the Company B land. Rather, I must examine whether the evidence establishes reasonably arguably the existence of a constructive trust in favour of Mr X.
Does Mr X have a reasonably arguable beneficial interest in the Company B
land through a constructive trust?
The beneficial interest identified in the notice of claim and pursued at hearing
[48] Mrs X asserted by her notice of claim that the beneficial interest held by Mr X was as a beneficiary of a constructive trust, an express trust, an implied trust or a common intention trust.
[49] At the hearing, Ms Corry argued (both in relation to the Company A proceeding and in relation to this Company B proceeding), for an interest derived as a beneficiary of a constructive trust only. Arguments as to the other three forms of trust referred to in the notice of claim were not pursued and I do not further consider them.
The formulation of Mrs X’s constructive trust claim
[50] Ms Corry adopted for both proceedings the ingredients for a constructive trust as identified by the Court of Appeal in Lankow v Rose.6 As formulated by Tipping J, the ingredients are:7
1. Contributions, direct or indirect, to the property in question.
2. The expectation of an interest therein.
3. That such expectation is a reasonable one.
4.That the defendant should reasonably expect to yield the claimant an interest.
Tipping J continued:8
If the claimant can demonstrate each of these four points, equity will regard as unconscionable the defendant’s denial of the claimant’s interest, and will impose a constructive trust accordingly.
The ingredients of a constructive trust – (1) Contribution to the property in question
[51] The initial requirement is that there be contributions, direct or indirect, to the property in question. For the reasons I come to in relation to the next ingredient (expectation of an interest) it is strictly unnecessary that I reach a firm conclusion as to whether Mrs X has pointed to reasonably arguable contributions on the part of Mr and Mrs X to the Company B land.
[52] It is common ground in this proceeding that Company B was always the intended entity to purchase the land. Mrs X said in her first affidavit:
Company B is a company set up by, for and at the direction of Mr X, as a
joint venture with Company C to own and develop the land …
[53] In that first affidavit, Mrs X then developed evidence which appears more directed to an alter ego argument rather than to the constructive trust which is asserted in her notice of claim. That evidence is illustrated by these three
paragraphs:
6 Lankow v Rose [1995] 1 NZLR 277 (CA).
7 At 294.
8 At 294.
Although the trusts or companies created by or at Mr X’s direction, including the Respondent Company B, assert legal rights to the properties generally, Mr X has always operated the trusts and companies and makes all of the decisions.
There is a serious mismatch between the wealth and lifestyle Mr X and I have enjoyed and the vesting of legal rights in the assets to other nominal owners.
Mr X has always asserted full control over all financial matters.
[54] Before that point in her affidavit, Mrs X had referred to the Xs’ pattern of purchases and sales of property from 1992 to 2001 (including the purchase of the Company A properties). She did not refer to the 2003 purchase of the Company B land or contributions to its funding. Nor did she do so in a draft statement of claim exhibited to her affidavit.
[55] The principal evidence in opposition as to the purchase of the Company B land purchase was provided by Mr F, the accountant who had previously been a director of Company B (the trustee of the Trust).
[56] Mr F produced the financial statements of the Trust for the year ended 31
March 2013. The accounts show a single figure of $1,958,345 owing to the X Family Trust. In the notes to the financial statements there is a table of five payments made to Company C (as the joint venture partner) totalling $1,944,753. Mr F explained that those payments will be the advances subsequently consolidated into a single liability owing to the X Family Trust.
[57] Mr F produces the contemporary records showing that the sums received by the Trust were as follows:
(a) 1 December 2002 – $119,753.00 – from the M Trust
(b) 31 October 2003 – $200,000 – from the N Trust
(c) 28 November 2003 – $425,000 – from the O Trust (as to $300,000)
and from a “General Trust” source (as to $125,000).
(d)4 December 2003 – $450,000 – from the National Bank by way of advance
(e) 1 April 2004 – $750,000 – from the M Trust.
[58] As F deposes, the $1,958,345 debt which the Trust records as owing to the X Family Trust appears to be essentially the same amount as the $1,944,753 identifiable as advances. Mr F deposes to his belief that the recorded debt represents the funds originally sourced from the various X trusts to acquire the Company B interest in the joint venture with Company C.
[59] In her reply affidavit, Mrs X did not take any issue with the detail in Mr F’s affidavit in this regard. Rather, she focussed on one paragraph in which Mr F had explained the source of the $119,753 advanced by the M Trust. Shortly before that trust had made its advance, it had received a sum of $2,498,858.63 from the settlement of a sale of another property. In her reply affidavit, Mrs X focussed on buying and profitable selling in which she had been engaged from 1990 through to
2000. The thrust of Mrs X’s evidence is that she had assisted the growth of the asset
value of the M Trust.
[60] Mrs X in her affidavit evidence does not assert that either she or Mr X personally contributed funds to the purchase of the Company B land. Rather, the focus of her evidence appears to be upon the proposition that she had earlier assisted in the building up of assets of the various entities and that the ability of the M Trust to advance its $119,753 derived at least in part from Mrs X’s efforts.
[61] In her written synopsis, Ms Corry essentially devoted only one paragraph to the financial contributions to the purchase of the Company B land. Ms Corry stated:
Mr F has set out his analysis of the funding that enabled the original interest in the Company B land to be acquired. As a result of Mr F’s ability to obtain file information from [firm name redacted] Mrs X can now directly point to extrinsic evidence to support her claim of financial contribution in respect of [address redacted] sales to enable the Company B land to be acquired.
In a sense therefore, Ms Corry was adopting Mr F’s evidence but submitting that it
pointed reasonably arguably to contributions made by Mrs X to the Company B land.
[62] The difficulty with Ms Corry’s analysis, and the concept of “Mrs X’s contributions” as reflected in Mrs X’s evidence, is that Ms Corry and Mrs X ignore the fact that Mr F has identified who made the advances for the purchase of the Company B land. Mrs X was not one of the lenders. There is no suggestion that the Company B land acquisition was other than fully financed by borrowings.
[63] The various trusts were distinct entities. So, for instance, in the case of the M Trust’s advance, the money advanced was that of the Trust and not of the discretionary beneficiaries.
[64] Had it been necessary to do so, I would almost certainly have found that Mrs X’s assertion of a constructive trust must fail by the reason of the absence of any relevant contributions to the Company B land.
[65] As it is, I find that the asserted constructive trust must fail by reason of the requirements as to an expectation of interest, for the reasons I now come to.
The ingredients of a constructive trust – (2) Reasonable expectation of an interest which Company B should reasonably expect to yield
Mrs X’s evidence and Ms Corry’s submissions
[66] In my judgment in Mrs X v Company A,9 I have recorded the way in which Mrs X’s case was developed.10 I adopt what I said there and will only highlight key points.
[67] Ms Corry addressed in her submissions at the hearing the commonality of issues in the Company A and Company B proceedings. She enunciated her primary proposition thus:
The substance of the Applicant’s case in each proceeding is that the properties are relationship property, the companies and trusts are her husband’s alter ego …
[68] I noted in Mrs X v Company A that the emphasis upon the sham or alter ego argument largely explained the minimal focus in Ms Corry’s submissions on the expectation requirements of a constructive trust. I located a single paragraph in Ms Corry’s written synopsis dealing with the expectation requirement for a constructive trust. In that sentence, Ms Corry asserted:
The Applicant in making her contributions had a reasonable expectation that she would share in the assets accumulated and maintained during the relationship.
[69] I observed that that was clearly on Mrs X’s evidence her expectation. But Mrs X’s constructive trust argument involves Mr X as beneficiary having a trust claim against Company B. That argument calls for an examination of the expectations of Mr X not Mrs X. A question which may be asked is:
Is it reasonably arguable that Mr X had a reasonable expectation of an interest in the Company B land which the Company B director should reasonably expect to yield to Mr X?
[70] Mrs X’s evidence did not identify an instance where either she or Mr X had overridden the decision-making of trustees over trust assets or of directors in relation to the governance of companies.
[71] In Mrs X v Company A,11 I reviewed the evidence as to the parties’ historical dealings.12 I concluded that neither Mr nor Mrs X could have reasonably anticipated that Mr X would have a beneficial interest in the Company A properties. The same conclusion arises from the history of their dealings in relation to the Company B
land. Mr and Mrs X from the outset of their relationship adopted various entities for property owning by X interests including personal ownership, the maintenance of old trusts, the establishment of new trusts and the establishment of new companies. Professional advisers were involved. Professionals were frequently appointed as trustees and directors. The various entities kept financial accounts. In the case of Company B, its borrowing was recorded as debt and continues to be so recorded. There is no feature of the arrangements which would reasonably give rise to an
expectation that some party other than the registered owner would have a beneficial interest in either the Company B land or (in the case of other X entities) another entity.
The irrelevance of the Company B sale to P.
[72] Mrs X’s notice of claim falls to be considered as a claim against Company
B’s title.
[73] Company B’s 27 July 2012 agreement to sell the Company B land to [company name redacted] (since replaced as trustee of the P Trust by Trustee Company E) is irrelevant to determining whether Mr X arguably had a beneficial interest in the Company B land. The asserted interest by its nature would have to have arisen as against Company B.
[74] For the reasons stated, I have concluded that Mr X did not have a reasonably arguable claim against Company B based on a constructive trust.
Conclusion
[75] Mrs X has failed to satisfy the onus upon her of establishing that Mr X had a reasonably arguable interest in the Company B land through a constructive trust.
[76] This conclusion makes it unnecessary to further consider the second layer of Mrs X’s notice of claim in which she asserts an entitlement pursuant to s 42 PRA to claim an interest in Mr X’s interest. Mr X has no caveatable property interest in the Company B land to enable Mrs X to sustain her s 42 notice.
Costs
[77] Counsel recognise that costs would follow the event and I will make orders accordingly.
[78] The proceeding is a Category 2 proceeding and is appropriately Band B. Counsel in having costs fixed will have to take into account the agreement to limit the attendances required in the two proceedings by having a single hearing.
Orders
[79] I order:
(a) The application for an order that caveat no. [redacted] not lapse is dismissed;
(b)The order of 25 June 2014 that caveat no. [redacted] not lapse until further order of the Court is rescinded;
(c) The applicant is to pay the respondent’s costs of the proceeding on a
2B basis together with disbursements to be fixed by the Registrar.
ADDENDUM
[80] Having now received submissions as to suppression, I recognise that the issues between Mr and Mrs X involve in part the commercial dealings and interests of a number of associated entities. To the extent that such interests are involved, it would be potentially prejudicial to those entities if outsiders gained insight into what are essentially matters of internal concern such as governance and accountability. In the summary context in which this caveat proceeding arises, such prejudice would outweigh any legitimate public interest. (Different considerations may well arise if there is ultimately a judgment on similar issues following that). For now, there will be a suppression order in terms of the banner appearing at the top of this judgment. There will also be an order precluding public search of the file without order of the Court.
Associate Judge Osborne
Solicitors:
Godfreys Law, Christchurch
A M Corry, Barrister, Christchurch
Rhodes & Co, Christchurch
4