New Zealand Bloodstock Finance & Leasing Limited v Jones
[2023] NZHC 2111
•10 August 2023
IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY
I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE
CIV-2019-404-001822
[2023] NZHC 2111
IN THE MATTER OF application for final charging order and sale order BETWEEN
NEW ZEALAND BLOODSTOCK FINANCE & LEASING LIMITED
Judgment Creditor
AND
GREGORY JOHN JONES
Judgment Debtor
Hearing: 31 July 2023 Appearances:
MA Dempster and FA King for Judgment Creditor Judgment Debtor in person
Judgment:
10 August 2023
JUDGMENT OF DOWNS J
This judgment was delivered by me on Thursday, 10 August 2023 at 10 am pursuant to r 11.5 of the High Court Rules.
Registrar/Deputy Registrar
Solicitors:
McKenna King Dempster, Hamilton. Copy to: Judgment Debtor.
NEW ZEALAND BLOODSTOCK FINANCE & LEASING LTD v JONES [2023] NZHC 2111 [10 August 2023]
The case
[1] New Zealand Bloodstock Finance & Leasing Ltd1 seeks a final charging order and a sale order over 333 shares in Harlow Holdings Ltd.2 Bloodstock says the shares belong to Gregory Jones, against whom it has obtained summary judgment for
$645,148.33. Bloodstock wishes to sell the shares to recover its money. Mr Jones says the shares are not his, rather, they are property of the MOF2 Trust,3 of which he is the sole trustee. For this reason, Mr Jones says the application must fail. Mr Jones also says Bloodstock has acted contrary to good faith. Bloodstock says the trust is a sham or Mr Jones’ alter ego, and even if neither, the law still permits charging and sale orders, and these should be made.
Background
[2] The Supreme Court’s recent decision between the parties captures much of the background and should be read with this decision.4 I add the following.
[3] Bloodstock obtained summary judgment 5 June 2020.5 Bloodstock has since applied to bankrupt Mr Jones. In response, Mr Jones has applied to stay or strike out that application. This limb of the litigation is to be heard 3 November 2023 by another Judge.
[4] On 2 March 2023, Bloodstock obtained an interim charging order over the shares. On 24 March 2023, it applied for a final charging order and sale order— without notice. Jagose J declined without notice relief and directed the applications be heard in the usual way,6 hence this judgment.
[5] This leaves one matter. Mr Jones argued Bloodstock’s bankruptcy application should be struck out given it had sought to execute the judgment by charging and sale
1 Bloodstock.
2 Harlow Holdings.
3 The trust.
4 Jones v New Zealand Bloodstock Finance and Leasing Ltd [2023] NZSC 98. The Supreme Court’s decision was released after the hearing but the fact of Mr Jones’ outstanding application for leave to that Court was discussed in argument. Mr Jones said this counted against orders being made in favour of Bloodstock. That contention is now spent.
5 New Zealand Bloodstock Finance and Leasing Ltd v Jones [2020] NZHC 1233.
6 Minute of Jagose J dated 5 April 2023.
orders. Associate Judge Brittain declined to do that, noting s 31(3) of the Insolvency Act 2006 permits a creditor to pursue “a bankruptcy proceeding and an execution process simultaneously, provided that the Court gives permission to the judgment creditor to do so”.7 The Judge noted that decision was for me.
Issues
[6]There are six:
(a)Should Bloodstock have permission under s 31(3) of the Insolvency Act to continue the execution process?
(b)Are the shares Mr Jones’ property or property of the trust?
(c)If the shares belong to the trust, is the trust a sham or Mr Jones’ alter ego?
(d)Does r 17.53(e) of the High Court Rules 2016 apply?
(e)If so, should orders be made?
(f)Should the execution process be set aside on the basis it is contrary to good faith?
[7]I deal with each in this order, adding background as needed.
Should Bloodstock have permission under s 31(3) of the Insolvency Act to continue the execution process?
[8]The section reads:
31 Creditor’s execution process must not be issued or continued
(1)A creditor who applies for a debtor to be adjudicated bankrupt must not issue an execution process against the debtor in respect of the debtor’s property or person to recover a debt on which the application is based.
7 Minute of AJ Brittain dated 22 July 2023 at [4].
(2)If the creditor has already issued the execution process, the creditor must not continue it.
(3)However, the creditor may apply to the court for permission to issue or continue the execution process, as the case may be.
[9] Mr Jones says Bloodstock should not have permission because it only filed an application 28 July 2023, the last working day before the hearing. Mr Jones does not cite prejudice. Indeed, he reminded Bloodstock it needed permission; Mr Jones is an experienced lawyer and a former partner of a litigation firm. Rather, his point is that Bloodstock has not turned its mind to the significance of pursuing execution and bankruptcy, and it should be “forced to make an election”. Mr Jones observes by pursuing an execution process, Bloodstock may have an unfair advantage over other creditors in the bankruptcy application. Mr Jones reminds me of the ability of other creditors to join bankruptcy.8
[10] I am unpersuaded by these arguments. Section 31(3) provides the Court may allow an execution process to begin or continue despite an allied bankruptcy application. So, it is not the case Bloodstock must make an election. Moreover, there is good reason to give permission.
[11] First, Bloodstock was not aware of the shares when it applied to bankrupt Mr Jones; it learned of them thereafter.9 Second, there is no reason to doubt Ms Dempster’s submission on behalf of Bloodstock it does not wish Mr Jones to be bankrupted; it simply wants its money. Third, sale of the shares may discharge the debt, in turn removing the need for the bankruptcy application (the value of the shares is not known). Fourth, the case has been dragging on since September 2019 and sale of the shares may end it (beyond appeals).
[12]I give permission for these reasons.
8 Heath and Whale Insolvency Law in New Zealand (Vol 1, 4th ed, LexisNexis, Wellington 2021) at [1.2].
9 Affidavit of Eion Fraser dated 9 November 2022 at para 5.
Are the shares Mr Jones’ property or property of the trust?
[13] The Companies Register identifies Mr Jones as the owner of the shares. Mr Jones says (through five affidavits) the shares belong to the trust, which is a family trust he and his mother created 7 November 1995. Mr Jones has exhibited the deed to the trust, some financial statements in relation to it and Harlow Holdings, and a modest amount of related documentation.
[14] Bloodstock contends Mr Jones’ evidence should not be accepted for reasons captured by Ms Dempster’s written submissions:10
The Judgment Debtor has put forward the proposed defence of not personally owning the shares and instead claiming that they are owned by the MOF2 Trust. The MOF2 Trust was established by a Trust Deed dated 7 November 1995 (“the Trust Deed”). There are multiple issues with this defence.
Firstly, the Judgment Debtor has not provided sufficient evidence to establish that the shares in Harlow Holdings Limited was purchased by the MOF2 Trust and whether they are still owned by the Trust. The evidence which he has produced is attached to the Judgment Debtor’s affidavits of 5 and 11 May 2023, this includes financial records from 2007. This is almost thirty years old and is unreliable. The Judgment Debtor has not provided up to date records or proof that the MOF2 Trust owns the shares. There is no sufficient contemporaneous evidence provided, there are no Trustee Minutes, Share Transfer forms or agreement. This is similar to the case of Re Davidson Armstrong & Campbell Solicitors Nominee Company Ltd ex parte Morrison in that a trust is claimed to have owned the property, but the documentation provided is not sufficient enough to rebut the presumption that any advance by the trust was either an advance or a distribution to the judgment debtor. Therefore, the defence cannot be successful.
Further, the Judgment Debtor claims that the MOF2 Trust has owned the shares in Harlow Holding Limited all along, yet Harlow Holdings Limited was de-registered and removed from the Companies Register from 2012 to 24 November 2021. The Judgment Debtor was already liable for the debt to the Judgment Creditor when the company, Harlow Holdings Limited, was re- registered in 2021. Any claim that the shares were transferred when Harlow Holdings Limited was re-registered would be clearly a way to try and avoid paying the debt owed to the Judgment Creditor.
Another issue arising from the defence that the MOF2 Trust owns the share is that the share register does not reflect this claim. Pursuant to section 84 Companies Act, Harlow Holdings Limited were required to maintain the share register and record the details of the owners of the shares. Counsel sought to view the share register and the shares were only recorded on 29 May 2023, being the day prior to the inspection of the share register. This is in breach of
10 Synopsis of submissions for Judgment Creditor dated 10 July 2023 at paras 35–38 (footnotes omitted).
the duties under section 84 Companies Act, there is a reason why criminal liability attaches itself to this duty- it is because transparency of share ownership is of utmost importance, it is of high commercial importance.
(a) The Judgment Debtor claims the shares are owned by MOF2 Trust, however the proof is what is registered on the share register, this is prima facie evidence that legal title to the share vests in that person under s 89 Companies Act. The records were not kept up to date and there is no record of the MOF2 Trust purchasing those shares.
(b) This is also in breach of the Judgment Debtor’s obligations as a trustee of MOF2 Trust. The Judgment Debtor is an experienced litigator and therefore would be expected to have retained trust records such as proof of ownership of company shares, as required under sections 45 and 47 Trusts Act 2019.
[15] I accept the records exhibited by Mr Jones appear incomplete; that Mr Jones has a duty to maintain records; that the entry in Harlow Holdings’ share records made the day before Bloodstock’s inspection of those records presents as self-serving;11 and that an absence of contemporaneous records may impeach or even refute a debtor’s contention property is not theirs. However, I do not doubt the truthfulness of Mr Jones’ evidence the shares are owned by the trust, and not his property. My reasoning is this:
(a)Among the exhibited documents is a financial statement entitled, “Directory, as at 31 May 2007”. The document shows the shares were held by the trust at this time.
(b)There is no reason to doubt the authenticity of the document. Among other things, it appears to have been prepared by a firm of accountants.
(c)The document is consistent with Mr Jones’ testimony.
(d)Mr Jones says after 2007, Harlow Holdings’ affairs wound down, as did the trust’s affairs, and Harlow Holdings was later removed from the Companies Register. Harlow Holdings was restored to the register in
11 Sections 87–94 of Companies Act 1993 regulate this area. The entry of the name of a person in the share register is, under s 89(1), prima facie evidence that legal title to the share vests in that person. Section 92 precludes a trust from being entered on the register, while s 93(3) permits entry of a trustee. These topics are addressed in Modern Built Investments Ltd v O’Brien [2021] NZCA 405 and Whata v Hughes [2021] NZHC 1443.
2021. Mr Jones says these events explain the relative lack of documentation.
(e)The explanation at (d) is credible.
(f)Lastly, and importantly, it is far from obvious why Mr Jones would want to remove the shares from the trust and have them as his own property. Mr Jones was, and is, in private practice as a lawyer. Maintenance of a family trust provides, among other things, protection against creditors. That the shares are still held by the trust is entirely consistent with how many professionals structure their affairs.
[16] I do not overlook Mr Jones has advanced contentions in the litigation that were “at best, entirely speculative and lacking in credibility”,12 and an argument this necessarily undermines the credibility of his evidence about the shares. I see no probative connection on the facts; a person may make an incredible allegation about X and still be truthful about Y. I consider that to be the position here.
[17] The contention Harlow Holdings’ re-registration affects the analysis is unsustainable: s 330(2) of the Companies Act 1993 provides a company restored to the register “shall be deemed to have continued in existence as if it had not been removed”.
[18]I, therefore, find the shares are property of the trust.
Is the trust a sham or Mr Jones’ alter ego?
[19]Bloodstock contends the trust is a sham or Mr Jones’ alter ego:
... the Judgment Debtor’s defence must fail due to the MOF2 Trust being a sham trust and because the Trust is also being used as the Judgment Debtor’s alter ego. It is respectfully submitted that the MOF2 Trust Deed contains clauses within it which show it to be a sham trust, namely:
(a)Although the MO2 Trust has been settled by Valerie Eileen Jones, the sole trustee is the Judgment Debtor. On the face of it, the Settlor has abdicated all substantial rights to the Judgment Debtor.
12 Jones v New Zealand Bloodstock Finance and Leasing Ltd [2023] NZSC 98 at [16].
(b)Clause 3(a) of the Trust Deed provides for the Vesting Date. In the clause, the Vesting Date is either eighty (80) years from the execution date, or such date as Gregory John Jones (being the Judgment Debtor) may in his absolute and uncontrolled discretion appoint.
(c)Clause 3(c) provides a list of Final Beneficiaries, being the Judgment Debtor, Christine Meechan and the children of the Judgment Debtor. The Judgment Debtor is also among the listed Discretionary Beneficiaries.
(d)The Judgment Debtor has wide powers to make capital payments under clause 8 and wide resettlement powers under clause 9.
(e)Under clause 15(a), the Judgment Debtor has the only power of appointment. After his death, the power of appointment goes to the person nominated by the Judgment Debtor.
(f)Importantly, clause 16 allows the Judgment Debtor to be a trustee and to also act in his own self-interest when executing matters for the Trust, notwithstanding his interest may conflict with his duty to the Trust Fund or the beneficiaries.
When applying the case of Official Assignee v Wilson the MOF2 Trust fits the criteria of being a sham trust, the intention from the beginning was that it would be an express trust in appearance only. The Judgment Debtor wanted to conduct his business with the protection offered by the pretence of there being a valid trust. There was an intention to mislead creditors. Further, the clauses in paragraph 39 above show that the Trust Deed was created in a way to give the Judgment Debtor complete unfettered control over any asset acquired by the Trust. This shows that the Judgment Debtor was the puppet master. The Judgment Debtor had absolute control over the MOF2 Trust and its assets, to the point where his self-interests were to be preferred above other beneficiaries. …
[20]Diplock LJ’s observations in Snook v London and West Riding Investments Ltd
remain a leading statement of what constitutes a sham:13
... “sham” ... means acts done or documents executed by the parties to the “sham” which are intended by them to give to third parties or to the court the appearance of creating between the parties legal rights and obligations different from the actual legal rights and obligations (if any) which the parties intend to create. One thing I think, however, is clear in legal principle, morality and the authorities (see Yorkshire Railway Wagon Co v Maclure; Stoneleigh Finance Ltd v Phillips, that for acts or documents to be a “sham”, with whatever legal consequences follow from this, all the parties thereto must have a common intention that the acts or documents are not to create the legal rights and obligations which they give the appearance of creating.
13 Snook v London and West Riding Investments Ltd [1967] 2 WLR 1020 at 1030.
[21] Similar observations appear in Ben Nevis Forestry Ventures v Commissioner of Inland Revenue, a decision of the Supreme Court:14
There is no need for us to engage in any extended discussion of what constitutes a sham for present purposes. In essence, a sham is a pretence. It is possible to derive the following propositions from the leading authorities. A document will be a sham when it does not evidence the true common intention of the parties. They either intend to create different rights and obligations from those evidenced by the document or they do not intend to create any rights or obligations, whether of the kind evidenced by the document or at all. A document which originally records the true common intention of the parties may become a sham if the parties later agree to change their arrangement but leave the original document standing and continue to represent it as an accurate reflection of their arrangement. A sham in the taxation context is designed to lead the taxation authorities to view the documentation as representing what the parties have agreed when it does not record their true agreement. The purpose is to obtain a more favourable taxation outcome than that which would have eventuated if documents reflecting the true nature of the parties’ transaction had been submitted to the revenue authorities.
[22] As will be apparent, intention is central to the concept of a sham. The idea is that the structure, transaction, or document in question is misleading on its face, and does not represent the intention of the person(s) behind it.
[23] The concept of an alter ego trust was examined by the Court of Appeal in Official Assignee v Wilson.15 Robertson and O’Regan JJ noted the relationship between it and that of a sham “is not clear”.16 Their Honours said “alter ego trusts are not an independent cause of action, nor are they the same as shams”, adding, “In the trust context, alter ego arguments are confined to evidence to help establish a sham”.17 Glazebrook J agreed with these observations.18
[24] Later decisions of the Court of Appeal put the existence of the concept in doubt, at least in New Zealand.19 Whatever the position, the alter ego concept looks to the trust’s operation, particularly, how it was maintained and controlled.20
14 Ben Nevis Forestry Ventures v Commissioner of Inland Revenue [2008] NZSC 115, [2009] 2 NZLR 289 at [33].
15 Official Assignee v Wilson [2008] NZCA 122, [2008] 3 NZLR 45.
16 At [65].
17 At [72].
18 Subject to a caveat not relevant here; see [128].
19 See Vervoot v Forrest [2016] NZCA 375, [2016] 3 NZLR 807 at [37] and the cases cited therein.
20 For example, see Murrell v Hamilton [2013] NZHC 3241 and Murrell v Hamilton [2014] NZCA 377.
[25] Bloodstock’s sham argument relies heavily on the terms of the trust deed rather than the intentions of those behind it. And, to the extent Bloodstock contends the trust exists to “mislead creditors”, no evidence is offered to support that contention. For these reasons, the sham argument cannot take flight.
[26] Similar difficulties beset the alter ego argument, even assuming the concept endures in this country. Again, Bloodstock relies heavily on the terms of the trust, but these alone say nothing about whether a trust is an alter ego. No evidence of the trust’s operation is offered.
[27] It is possible Bloodstock’s real argument is that the trust is invalid. Related law appears to be in flux. What can be said with some confidence is this: no valid trust exists when the powers of the settlor or trustee are so extensive she or he has rights tantamount to ownership,21 or when the same powers leave no scope for the irreducible core of obligations owed by the trustee(s) to beneficiaries.22 An argument of this nature would consider the terms of the trust deed, and perhaps little more.
[28] However, if this is the argument, one would expect to see cited the decisions of the Supreme Court in Clayton v Clayton;23 that of the Court of Appeal in Cooper v Pinney;24 and that of the Privy Council in Webb v Webb.25 To these might be added the decision of Woolford J in White v Brkic.26 One would also expect to see close analysis of the terms of the trust deeds in the first three cases, and a comparison of those deeds with that of the trust. Bloodstock offers no such analysis. Indeed, Bloodstock does not cite any of these cases. Bloodstock does not contend Mr Jones’ powers as trustee are so extensive he has rights tantamount to ownership, or these powers leave no scope for the core of obligations owed to beneficiaries. Rather, and as observed, it says the trust is a sham or Mr Jones’ alter ego.
[29] Our system is adversarial. Bloodstock is represented by (two) counsel; the dispute is commercial in nature, and seemingly hard-fought; and no obvious
21 Webb v Webb [2020] UKPC 22, [2021] 2 NZLR 376 at [89].
22 Armitage v Nurse [1997] EWCA Civ 1279, [1998] Ch 241 at 253.
23 Clayton v Clayton (Vaughan Road Property Trust) [2016] NZSC 29, [2016] 1 NZLR 551.
24 Cooper v Pinney [2023] NZCA 62, [2023] 2 NZLR 455.
25 Webb v Webb [2020] UKPC 22.
26 White v Brkic [2021] NZHC 919, [2021] 3 NZLR 490.
disparity of arms exists between the parties. It would therefore be wrong for me to craft a respectable argument—indeed, very respectable argument—that the trust is invalid; attribute that argument to Bloodstock; examine the argument; and then find it either sound or wanting.
[30]The trust is not a sham or Mr Jones’ alter ego.
Does r 17.53(e) of the High Court Rules apply?
[31]In context, this reads:
17.53 Personal property may be charged
A charging order may charge all personal property, including—
(a)debts payable by or accruing due from the Crown to the liable party that are not excepted by section 26 of the Crown Proceedings Act 1950:
(b)a debt or sum of money due or accruing due to the liable party, including money—
(i) due or accruing due to the liable party by a public body; or
(ii) standing to the credit of the liable party in a proceeding or interlocutory application; or
(iii) standing to the credit of the liable party in the possession of a Sheriff or court officer:
(c)the right or interest of the liable party in a partnership:
(d)shares held by the liable party in any company that—
(i) is incorporated in New Zealand; or
(ii) has a registry in New Zealand in which transfers of shares may be registered:
(e)the estate, right, or interest in possession, remainder, reversion, or expectancy (whether vested or contingent) in any land, or in any money, shares, or other personal property, held under or because of any express or implied trust for the liable party.
[32]Ms Dempster’s written submissions again capture Bloodstock’s argument:27
The third issue with the Judgment Debtor’s defence is that even if the Court were to find (a) that the 333 shares in Harlow Holdings Limited were held by
27 At para 38, p 10 (footnotes omitted).
the MOF2 Trust; and that (b) there was no sham trust or alter ego trust, then the Court can still attach a Charging Order to the Shares under HCR 17.53(e). If the Court found that the MOF2 Trust is the owner of the shares and is legitimate, then HCR 17.53(e) allows the Court to order a Charging Order over all personal property, including shares held under an express or implied trust for the liable party. The MOF2 Trust Deed lists the Judgment Debtor as both a Final Beneficiary and a Discretionary Beneficiary, therefore the Court can order a Charging Order over the 333 shares in Harlow Holdings Limited.
[33] Bloodstock is not correct the subrule allows the Court to make a charging order over the shares. Rather, the subrule allows the Court to make a charging order over Mr Jones’ “estate, right, or interest” in the shares. Mr Jones is a discretionary beneficiary and a final beneficiary of the trust. The orthodox position is that a discretionary beneficiary has no right or interest in trust property,28 whereas a final beneficiary has a future contingent interest in trust property.29 I do not understand Mr Jones to suggest otherwise.
[34] Mr Jones says in the very least, I should pause before making an order under the subrule as to do so may intrude into the affairs of the trust, and potentially affect the interests of the other final beneficiaries. Mr Jones also says I should contemplate allowing those beneficiaries to be heard. I am unpersuaded by these submissions. All that would be charged is Mr Jones’ “estate, right, or interest” in the shares by virtue of his future contingent interest in trust property.
[35] For completeness, Ms Dempster contends Bloodstock’s analysis is supported by Davidson Armstrong & Campbell Solicitors Nominee Company Ltd v Morrison.30 In that case, a charging order had been made over the debtor’s sizeable share portfolio. Three parties sought relief on the basis shares in the portfolio were their property, not the debtor’s. Two of the three represented trusts. The Judge accepted two of the claims. The case is the inverse of that here: trusts were seeking to remove shares from the purview of the charging order; no one was arguing a charging order should be made over shares known to be trust property. It follows the case does not support Bloodstock’s analysis. But, it does not harm it either.
28 Johns v Johns [2004] 3 NZLR 202 (CA) at [30]–[41] and Erceg v Erceg [2017] NZSC 28, [2017] 1 NZLR 320 at [20].
29 Johns v Johns¸ above n 28, at [45]–[46].
30 Davidson Armstrong & Campbell Solicitors Nominee Co Ltd v Morrison [2009] BCL 161.
[36] Rule 17.53(e) is applicable here, albeit in the refined way described at [33] and [34].
Should orders be made?
[37] In light of my conclusions above, I see no reason not to make a final charging order over Mr Jones’ “estate, right, or interest” in the shares. But, I decline to make a sale order as it is not clear what it would achieve.
Should the execution process be set aside on the basis it is contrary to good faith?
[38] Mr Jones contends the execution process should be set aside under r 17.30 on the basis it is contrary to good faith. His written submissions observe:
… is also appropriate to invoke Rule 17.30 and set aside the interim charging order upon the basis that it has not been obtained in good faith. While there may be some justification for the original order being obtained, once it became clear to the judgment creditor that ownership remained with the MOF2 Trust, the judgment creditor should immediately have agreed to withdraw the order. To continue to charge the Trust’s assets and to continue with the application is an act of bad faith justifying indemnity costs….
[39]I do not accept the submission for the reasons below.
[40] Mr Jones is identified as the owner of the shares by the Companies Register. It provided an obvious basis for the interim order. Mr Jones then asserted the trust owned the shares, including on oath. Mr Jones’ position appears to be that Bloodstock should have accepted his evidence, and its failure to do so is indicative or symptomatic of bad faith. There is, however, no rule or principle a witness should be taken at their word merely because they are a practising lawyer (with obligations to the Court). As I observed earlier, the system is adversarial. Furthermore, Mr Jones owes Bloodstock
$645,148.33. Bloodstock was, therefore, entitled to contest Mr Jones’ position. Mr Jones’ seemingly incomplete record keeping and the late entry in Harlow Holdings’ share records buttress this conclusion.
[41] Bloodstock’s unsuccessful arguments in relation to sham and alter ego do not support a conclusion of something other than good faith; they were merely poor
arguments. And, as observed, a (very) respectable argument about the trust’s potential invalidity was available but not advanced.
[42] Bloodstock initially sought these orders without notice. Having been Duty Judge not infrequently, it is my experience litigants often seek without notice relief absent proper grounds. This, without more, does not imply anything troubling.
[43] To this mix I add the obvious: Bloodstock has been successful in obtaining a final charging order, albeit one more refined than sought.
Result and orders
[44]Bloodstock is:
(a)Given permission to continue the execution process.
(b)Granted a final charging order over Mr Jones’ “estate, right, or interest” in the shares.
(c)Declined a sale order, and that application is dismissed.
[45]Mr Jones’ application to set aside the execution process is dismissed.
Costs
[46] I am inclined to award Bloodstock 2B costs on the basis that overall, it has been successful. If the parties do not agree costs, they may file memoranda of not more than eight pages in this sequence:
(a)Mr Jones; on or before 7 September 2023.
(b)Bloodstock; on or before 21 September 2023.
……………………………..
Downs J
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