Pheasant Tail Holdings Limited v Beverley - [2025] NZHC 3100

IN THE HIGH COURT OF NEW ZEALAND WELLINGTON REGISTRY

I TE KŌTI MATUA O AOTEAROA TE WHANGANUI-A-TARA ROHE

CIV-2024-485-152

[2025] NZHC 3100

BETWEEN
PHEASANT TAIL HOLDINGS LIMITED

Plaintiff

AND

ANTHONY MONTGOMERY BEVERLEY & ORS

Defendants

Hearing: 15 October 2025

Counsel:

A S Olney and O C Gascoigne for Plaintiff

M G Colson KC and M R M Gale for Defendants

Judgment:

17 October 2025

JUDGMENT OF RADICH J

(Adjournment of fixture)

[1] In this decision, I give my reasons for the order I made, at the end of the hearing on 15 October, adjourning the one-week fixture for the trial of this proceeding, which is scheduled to begin on 17 November 2025.

[2] The plaintiff’s (Pheasant Tail) position is that an adjournment is the most efficient way to proceed in light of this Court’s judgment of 3 October 2025 on two, related, proceedings.1 The application is opposed by the defendants, Mr and Mrs Beverley and DC One H1 Ltd (H1), who say that the outcomes reached in the October judgment, and on any appeal from it, do not affect the issues in this proceeding, and that nothing has changed that would justify an adjournment.

1 Drylandcarbon GP One Ltd v Leckie [2025] NZHC 2915 [October 2025 Decision].

PHEASANT TAIL HOLDINGS LTD v BEVERLEY [2025] NZHC 3100 [17 October 2025]

[3] The essential issue to be determined is whether an adjournment is in the interests of justice.2 Justice must be considered, both between the parties3 and in terms of the interests of other litigants in achieving the most efficient use of court resources.4

Procedural history

[4] Pheasant Tail owns 50 per cent of the shares in H1. The Beverleys, through the Puriri South Trust, own the other 50 per cent. Pheasant Tail, in turn, is owned by Messrs Leckie and Morrison. H1 was the holding company in a set of entities established by Messrs Leckie, Morrison and Beverley to manage carbon afforestation fund opportunities. The first of those funds was called Drylandcarbon, established through H1 and two other companies: Drylandcarbon GP One Ltd and Drylandcarbon One Management Ltd (together, the Drylandcarbon companies).

[5] Following a relationship breakdown between Messrs Leckie and Morrison and Mr Beverley, Messrs Leckie and Morrison established a new carbon afforestation fund venture called Forest Partners without Mr Beverley and under a different corporate structure, which did not include H1. They removed Mr Beverley as a director of Drylandcarbon GP One and Drylandcarbon One Management.

Proceedings are filed

[6] Mr and Mrs Beverley brought proceedings against H1 and Messrs Leckie and Morrison alleging oppression under s 174 of the Companies Act 1993 (the oppression proceeding). They sought also to bring a derivative action on behalf of the Drylandcarbon companies against Messrs Leckie and Morrison for breach of director’s duties arising from their establishment of the Forest Partners venture without the involvement of the Drylandcarbon companies (the derivative proceeding).

2 High Court Rules 2016, r 10.2.
3 Which includes balancing the prejudice that will accrue to the applicant with…

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.

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Details

Case: [2025] NZHC 3100
Decision Date: 17 October 2025

CaseChat Overview and Summary

Pheasant Tail Holdings Limited initiated proceedings against Anthony Montgomery Beverley and others, seeking an order under s 174 of the Companies Act 1993 that the Beverleys have conducted the affairs of the Drylandcarbon companies in a manner that is oppressive, unfairly discriminatory and unfairly prejudicial to Pheasant Tail. The defendants opposed an adjournment of the fixture for the trial of the proceeding, which was scheduled to begin on 17 November 2025. The plaintiff contended that the Court’s judgment on two related proceedings on 3 October 2025 meant that it would not be efficient to proceed to trial. The defendants argued that the findings in the earlier judgment did not affect the issues in this proceeding and that the plaintiff had not acted reasonably or done everything practical to avoid the need for an adjournment.

The court found that there was a relevant relationship between the issues in the Pheasant Tail proceeding and the findings in the October 2025 judgment (and in any subsequent judgment on appeal). It was likely that many of the cost issues that arise in the Pheasant Tail proceeding will be addressed in the process, yet to take place, to determine scale and s 166 costs in the derivative proceeding. The court concluded that the final outcomes in the other proceedings, including on costs, should be known in the first place. The November trial for the Pheasant Tail proceeding should, in the interests of justice, be adjourned. A joint memorandum of counsel is to be filed with a proposed timetable in the Pheasant Tail proceeding within 10 working days of the Court of Appeal’s decision; including on costs. Costs are reserved at this stage.

Orders