Ng v Liang
[2025] NZHC 1816
•4 July 2025
IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY
I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE
CIV-2023-404-002919
[2025] NZHC 1816
BETWEEN HO NG
Plaintiff
AND
BINGXIANG LIANG
First Defendant
MEIHONG KONG
Second DefendantALINA YAN LIANG
Third DefendantINFINITE VOYAGE INVESTMENT LIMITED
Fourth Defendant
PEACEFUL INVESTMENT LIMITED
Fifth Defendant
Hearing: 26 June 2025 Appearances:
K Morrison / K L Chiu for the Plaintiffs
E F Armstrong / B Forbes for the Defendants
Judgment:
4 July 2025
JUDGMENT OF ASSOCIATE JUDGE COGSWELL
This judgment was delivered by me on 4 July 2025 at 3.00 p.m. pursuant to Rule 11.5 of the High Court Rules.
Registrar/Deputy Registrar Date.......................................
NG v LIANG & Ors [2025] NZHC 1816 [4 July 2025]
CIV-2023-404-001065
UNDER the Companies Act 1993
IN THE MATTER of Sanvi Properties Limited BETWEEN MEIHONG KONG
First Plaintiff
PEACEFUL INVESTMENT LIMITED
Second Plaintiff
SANCO TRADING
(INTERNATIONAL) LIMITED
First DefendantSANVI PROPERTIES LIMITED
Second Defendant
Background
[1]The plaintiff seeks particular discovery from the defendants.
[2]The application is opposed by the defendants.
Approach to particular discovery applications
[3] Under r 8.19 of the High Court Rules 2016 (HCR) a Court may make an order for particular discovery after the proceeding has commenced, where:
[It] appears to a Judge, from evidence or from the nature or circumstances of the case or from any document filed in the proceeding, that there are grounds for believing that a party has not discovered one or more documents or a group of documents that should have been discovered …
[4] The starting point is the presumption that the affidavit of documents is conclusive unless the applicant establishes otherwise.1 The burden is on the applicant to make out grounds for a belief that the respondent has not discovered documents that “should have been discovered”.2
[5] In determining whether the documents should have been discovered, the Court applies a four-step approach:3
(a)Are the documents relevant, and if so, how important will they be?
(b)Are there grounds for belief that the documents sought exist?
(c)Is discovery proportionate?
(d)Weighing and balancing these factors, is an order appropriate?
[6] Relevance is assessed by reference to the pleadings.4 For the purpose of the application, the case of the party seeking discovery is assumed to be true.5
[7]Regarding relevance, s 7(3) of the Evidence Act 2006 states that:
Evidence is relevant in a proceeding if it has a tendency to prove or disprove anything that is of consequence to the determination of the proceeding.
The claims
[8] The claims arise out of the parties’ agreement to jointly undertake a series of property developments in Auckland with a view to making profit that would be shared equally amongst them. It is not in dispute that this joint venture arrangement existed and that numerous properties were developed.
1 Dodson Motorsport Ltd v Logical Performance Ltd [2018] NZHC 2331, [2018] NZAR 1480;
McCullagh v Robt Jones Holdings Ltd [2015] NZHC 1462.
2 Plumpton v Terry [2016] NZHC 988 at [17].
3 Assa Abloy New Zealand Ltd v Allegion (New Zealand) Ltd [2015] NZHC 2760 at [14].
4 Assa Abloy NZ Ltd v Allegion (New Zealand) Ltd, above n 3, at [9].
5 Business Control (Schweiz) AG v Shibalova [2022] NZHC 484 at [10].
[9] The plaintiff says that he provided around $20 million to the joint venture which was managed by the defendants. The developments were carried out through a number of companies.
[10] He says that the Liang family (part of the defendant group) were required to jointly contribute capital to the joint venture, but that they failed to do so. There are disputes about the Liang family’s contribution.
[11] There are disputes about the profit derived from the joint venture and the plaintiff’s share of that profit.
[12]The pleaded claims allege three causes of action.
[13] The first cause of action seeks an accounting of funds provided by both joint venture parties, the subsequent profits derived from those projects and payment to the plaintiff of the sums he is entitled to.
[14] The second and third causes of action seek declarations of trust over property and shares.
[15] Relevant to this application, the joint venture between the parties results in them being imposed with fiduciary obligations to, inter alia, act in good faith towards each other and to account to each other.
The application for particular discovery
[16] The application for particular discovery seeks a range of documents from a number of parties, all of whom are either a defendant or an entity related to the defendant group. The documents sought are in the following categories:
(a)bank statements.
(b)accounting and financial records;
(c)documents relating to the joint venture projects.
[17] It is the plaintiff’s position that, with the exception of a company called Mingcheng Investment Limited (Mingcheng), the defendants control all the entities referred to in his application.
[18] The plaintiff says that the defendant group managed the joint venture property developments on his behalf. He seeks information to enable him to quantify and advance his claims against the defendant group. As set out above, they include accounting as a ground of relief.
[19] The plaintiff says that understanding the joint venture financial arrangements is a relevant issue in the proceeding, and that based on the pleadings the documents sought meet the relevance test and should be discovered if within the power, possession or control of the defendant group.
[20] One particular area of inquiry is a property developed at 34 Hall Avenue, Mangere. That property was developed by Mingcheng. The plaintiff seeks to have the defendant group discover documents relating to Mingcheng. It is not a defendant.
[21] The defendant group opposes the particular discovery sought on a number of grounds, but I note immediately that counsel have subsequently liaised and there is now agreement to discover many of the documents sought in this application.
[22] The grounds on which the defendant group oppose the order for particular discovery are:
(a)that the documents sought are not within the defendant group’s control;
(b)that the documents sought do not exist;
(c)that the documents are not relevant;
(d)the documents sought are oppressive and disproportionate.
Ground 1 - The documents are not within the defendant group’s control
[23] I have some difficulty with the position advanced by the defendants that the documents sought are not within their control.
[24] That is because the defendants have previously discovered many of the type of document sought under this application from parties identified in the application. They include documents from entities that are not party to this proceeding. That indicates some level of control on behalf of the defendant group.
[25] The orders I make below require the defendant group to conduct further key word searches and make further enquiry of relevant parties to confirm if the requested documents are available to them.
Ground 2 - The documents sought do not exist
[26] The next category of opposition from the defendant group is that the documents sought do not exist. They are said not to exist because they have not yet been prepared, but in many cases are being prepared. This includes financial statements for the companies undertaking the developments and the supporting general ledger and journals for those entities.
[27] Somewhat surprisingly, the proposition is that the relevant companies are yet to prepare financial statements for, in some cases, the years 2017 onwards. I am told by counsel that the financial statements, general ledgers and journals are being prepared. Previously they had opposed discovery of the general ledgers and journals on the grounds that the request was not specific enough. I do not accept that criticism. The request is adequately particularised to be responded to. Associate Judge Brittain ordered them to be discovered6.
6 Minute of Associate Judge Brittain dated 17 April 2024 at [17]
[28] Financial statements of the relevant entities are relevant to the issues between the parties. Accordingly, I intend to order that those documents be discovered as soon as they are prepared. Whilst I cannot order that documents that do not exist be discovered, on the basis that they are being prepared and are relevant, I order them be discovered.
[29] The same position applies to general ledgers and journal entries. They must necessarily be prepared in order to prepare the financial statements. The general ledgers and journal entries will be relevant to analysing entries in the bank statements and financial statements which, without any explanation of what the payments relate to, will make analysing the financial transactions between the parties very difficult. The financial statements do not assist in this process, as they bulk reference certain categories of expenses.
[30] For example, in the financial statements discovered by the defendant group for Mingcheng for the year ending 31 March 2020, included under the heading “Cost of sales” is an entry which is entitled “Cost of Development and Construction” of
$2,050,713. Without further detail being provided by way of the general ledger and journal entries relating to those expenses, such entries are meaningless.
[31] They will not assist the trial judge when considering the respective parties’ rights and whether the defendant group have properly accounted for all costs of the joint venture. On the basis that the general ledger and journals are being prepared and are relevant, I order them to be discovered.
Ground 3 - Documents sought are not relevant
[32]The defendants contend that the documents sought are not relevant.
[33] I have reviewed the pleadings and the documents sought to be discovered in this application. As an accounting is sought, accounting information is relevant. Any transaction relating to a joint venture project is relevant to the issues between the parties, and if the documents exist, they must be discovered.
[34]For the reasons expressed, I reject that argument.
Ground 4 - Oppressiveness and Proportionality
[35] The documents sought are set out with detail. It is neither oppressive nor disproportionate to order their discovery.
The present position
[36] In the course of the hearing the defendant group made a number of concessions on the documents to be discovered. The Table below sets out the documents sought in the plaintiff’s application and the position now reached. Many documents are agreed to be provided, if the defendant group is able to obtain them. The documents that remain in dispute I deal with below.
Schedule – Documents To Be Provided
Bank Statements
| Company | Bank account number | Documents sought | Position |
| Anbang Finance Limited | [account number] | 31 Jan 2020 until all funds for Infinite funded projects have been disbursed | To be discovered |
| [account number] | 23 Jan 2020 until all funds for Infinite funded projects have been disbursed | ||
| Anbang Property Limited | [account number] | 23 May 2022 until all sale proceeds have been received and disbursed | To be discovered |
| [account number] | |||
| Totaravale Development Limited | [account number] | 25 May 2020 until all sale proceeds have been received and disbursed | To be discovered |
| [account number] |
Other accounting and financial records
| Company | Documents sought | Position |
| All: | General ledger and journals | Are being prepared and will be discovered. |
| - Anbang FinanceLimited | ||
| - Beacon Investment PropertyTrust | ||
| - Totaravale DevelopmentLimited | ||
| - Golden GardenLimited | ||
| - Sanvi PropertiesLimited | ||
- Anbang PropertyLimited | ||
| - Infinite Voyage Investment Limited | ||
| Anbang Finance Limited | Documents regarding three unidentified payments to H Lu and X Liu made on: | To be discovered if located, otherwise sworn evidence provided of steps taken to locate |
| - $1,031,487.85 on 27 June 2017 | ||
| - $48,512.15 on 29 August 2017 | ||
| - $ 5,500 on 22 September 2017 | ||
Anbang Property Limited | Documents regarding unidentified payment of $1,224,556.71 on 11 September 2019 to DX Law | To be discovered |
| Financial statements for the years ended 31 March 2019 to 2021 | To be discovered | |
Infinite Voyage Investment Limited | Financial statements for the years ended 31 March 2017 to 2018 | Documents not in their control, IRD being approached for documents. To be discovered if located, otherwise sworn evidence provided of steps taken to locate |
Documents relating to the projects
| Registered proprietor of property | Property | Documents sought | Position |
| Mingcheng Investment Limited | 34 Hall Ave | Trust account ledger for the sale to Mingcheng Investment Limited | |
| To be discovered if located, otherwise sworn evidence provided of steps taken to locate | |||
| To be discovered if located, otherwise sworn evidence provided of steps taken to locate | |||
| Umu Place: nos 51, 43, 32, 26, 22, 20, 18, 33, 39 and 37 | Settlement statement for sale and purchase |
The remaining disputed documents
[37] I address below the remaining categories of documents the defendant group oppose discovering.
Mingcheng documents
[38] The defendant group resist provision of any documents from Mingcheng on the grounds that those documents are not within their control. This includes:
(a)bank statements for Mingcheng from 12 January 2022 until all sale proceeds have been dispersed;
(b)general ledger and journals;
(c)documents relating to the management fee paid by Mingcheng of $2.8m in the year ended 31 March 2021;
(d)financial statements for Mingcheng for the years ended 31 March 2017 and 2018;
(e)settlement statements for the Hall Avenue/Umu Place settlements.
[39] The defendant group say that no defendant is a director or shareholder of Mingcheng and so they have no right to insist on production of documents from it. Mingcheng has been removed from the New Zealand Companies Register.
[40] Reliance is placed on the affidavit of Ms Liang, the first defendant. She deposes that Mingcheng was a company that was owned and controlled by third parties, and that the documents sought beyond those already discovered by them are not within their control.
[41] The plaintiff says that in relation to the Hall Avenue transaction, Ms Liang lent a significant sum to Mingcheng for that development but did not take a mortgage over
Mingcheng’s Hall Avenue property. This, he says, indicates some level of control over that company.
[42] I consider that the defendant group has not fully discharged their discovery obligations in respect of their search for these documents.
[43] One reason for that view is the explanation by Ms Liang in her two lists of documents of the steps she took to locate and discover relevant documents. The affidavits set out the relevant search terms used to identify documents available to the defendant group for discovery7.
[44] The search terms did not include the expression “Mingcheng” or “Mingcheng Investment Limited”, “Hall Avenue”, “34 Hall Avenue” or “Umu Place”. It is possible that documents have been missed and that a search using those terms will locate them. Clearly the defendant group were able to locate and discover some documents from Mingcheng, the issue is the adequacy of that discovery. The defendant group is ordered to undertake a further document search using those key words.
[45] The other reason is that the defendant group has already given partial discovery of several documents within the categories of documents now sought by the plaintiff from Mingcheng. There may well be others they can obtain. The defendant group is ordered to make further enquiry of any party within their power, custody or control to determine if the Mingcheng documents are available to them for discovery. They are ordered to provide a further affidavit setting out those steps.
Lowthers Auckland documents
[46] The documents sought here are financial statements for Infinite Voyage Investment Limited. The defendant group says that documents held by the relevant entities’ previous accounting advisors are not under their control. Their evidence is that an accounting firm called Lowthers Auckland initially carried out accounting services, but that the practice has closed. Ms Liang says that she has made various attempts to contact that firm but has not been able to make contact.
7 Defendants’ Affidavit of Documents sworn on 23 September 2024
[47] The plaintiff provides evidence that that accounting practice was purchased by a firm called Neovia Advisors and Accountants. The principal of Lowthers Auckland is still in business and now operates under the name ‘Lowthers Chartered Accountants’.
[48] The documents sought are likely either held by the purchasers of the previous practice, Neovia, or by the previous principal of the practice operating under the name ‘Lowthers Chartered Accountants’. Enquiries should be made of those parties in order to fulfil the defendant group’s discovery obligations.
[49] The defendant group will be directed to make further inquiries of both Neovia and Lowthers Chartered Accountants and to explain the outcome of those inquiries.
Documents relating to the projects
[50]These documents fall into two categories.
(a)first, documents relating to transfers occurring before the Hall Avenue property was transferred to Mingcheng; and
(b)statements for the sale and purchase of the subdivided sections the subject of the Hall Avenue development.
[51] In relation to the first set of documents, the plaintiff says that the actions leading up to the final transfer of the property to Mingcheng are relevant, because they may show the prices paid, interests in, and relation to each other between the various entities to the final transfer to Mingcheng. They say that this may be relevant to the claims it asserts.
[52] I do not consider that this is the case on the current pleadings. The claims the plaintiff has relate to the defendant group’s performance of their obligations under the joint venture. In relation to the Hall Avenue property, the joint venture for that property only commenced when the transfer to Mingcheng occurred. This is the point at which Mr Ng’s funds were applied to the project and the subdivision took place.
[53] The preceding transactions between parties unrelated to the current joint venture parties are not relevant. I decline the plaintiff’s application for discovery of those precedent transactions.
[54]The second category of documents I have dealt with above.
Result
[55] The plaintiff is entitled to particular discovery as set out in the Table following paragraph 36 above.
[56] The defendant group is ordered to file and serve a further affidavit of documents including the documents in the Table following paragraph 34 above and to give inspection of the documents disclosed within 15 working days.
[57]The further affidavit is also to address the following matters.
[58] The defendant group is directed to carry out a further search of any email account of the defendant group and Anbang Property Limited, using the keyword searches:
(a)Mingcheng;
(b)Mingcheng Investment Ltd;
(c)34 Hall Ave;
(d)Hall Ave;
(e)Umu Place.
[59] The defendant group is ordered to make further enquiry of any party within their power, custody or control to determine if the Mingcheng documents are available to them for discovery.
[60] The defendant group is directed to make further inquiries of both Neovia advisors and Accountants and Lowthers Chartered Accountants to locate the documents relating to Infinite Voyage Investment Limited.
[61] In relation to each of these specific inquiries set out above, the defendant group is to set out with specificity in their further affidavit the steps taken to locate documents and the outcome of those inquiries.
Costs
[62]The plaintiff has been largely successful in this application.
[63]In the usual way, he would be entitled to costs. Costs will be at scale 2B.
[64] I invite the parties to liaise on costs. If they cannot agree, the plaintiff may file a memorandum of no more than 3 pages (including attachments) seeking costs within 10 working days of the date of this judgment. The defendants may file a responding memorandum of no more than 3 pages (including attachments) within 5 working days.
[65]Costs will be determined on the papers.
Associate Judge Cogswell
Solicitors:
LeeSalmonLong, Auckland Meredith Connell, Auckland
B Hollyman KC, Auckland
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