Price v Price - [2025] NZHC 1061

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE

CIV-2024-404-002407

[2025] NZHC 1061

BETWEEN
LESLEY JENNIFER PRICE

First Plaintiff

LESLEY JENNIFER PRICE and PENELOPE MARY SMALLEY-

OLDFIELD as trustees of the TAIHIKI FAMILY TRUST

AND

ANDREW RAYMOND PRICE

First Defendant

ANDREW RAYMOND PRICE, LESLEY JENNIFER PRICE and VIVIENNE

SMALLEY as trustees of the MANUWAI RAIL TRUST

BIOBJECT LIMITED
Third Defendant

MANUWAI FIELDS LIMITED

Fourth Defendant

Hearing: 25 March 2025

Appearances:

J Phillips for Plaintiffs S Munro for Defendants

Judgment:

6 May 2025

Reissued:

28 May 2025

[REISSUED] JUDGMENT OF WILKINSON-SMITH J

This judgment was delivered by me on 06/05/2025 at 3 pm Pursuant to Rule 11.5 of the High Court Rules

…………………………

PRICE v PRICE [2025] NZHC 1061 [6 May 2025]

Registrar/Deputy Registrar

Introduction

[1] In July 2021 a Family Court judgment ordered the division of Lesley and Andrew Price’s relationship property (Family Court judgment). The Family Court judgment was sealed in September 2021. Since then, the division of the relationship property has mostly been resolved, except for two companies:

(a)Manuwai Fields Ltd (MFL) which owns an approximately 10.8 hectare block of bare farmland in Karaka (Karaka Property); and

(b)Biobject Ltd (BL) which owns a commercial property at 16 Railway Street, Newmarket (Railway Street Property).

[2] Lesley Price and Andrew Price are directors of MFL. Andrew Price is registered as owning 1,500 shares and Lesley Price as owning 500 shares.

[3] Andrew Price is the sole director of BL. The shares in BL are held by the trustees of the Manuwai Rail Trust (MRT), who are Andrew Price, Lesley Price, and Vivienne Smalley.

[4] In the Family Court judgment, the Family Court found that Lesley Price was entitled to a half-share of the value of the shares in MFL rather than the quarter-share she currently holds.

[5] The Family Court also ordered resettlement of a half-share in MRT (which owns BL) on trust for Lesley Price and their children on the same terms as the existing family trust MFT. Lesley Price set up a new trust, the Taihiki Family Trust, to receive the MRT shares.

[6] In the intervening four years the defendants have not given effect to the Family Court judgment.

[7] Consequently, in an attempt to bring the matter to a conclusion, the plaintiffs (Lesley Price as first plaintiff and Lesley Price and Penelope Smalley-Oldfield as trustees of the Taihiki Family Trust as second plaintiff), apply for the following orders:

(a)In proceeding CIV-2024-404-2304, a declaration and orders under the Trusts Act 2019 in relation to MRT, namely:

(i)a declaration that one of the defendants, Mr Price (as an MRT trustee), has acted in breach of his trustee’s duties;

(ii)an order removing another MRT trustee, Vivienne Smalley, and appointing a replacement trustee, Penelope Smalley-Oldfield; and

(iii)orders requiring the MRT trustees to sign a share transfer to give effect to the judgment of the Family Court, and a shareholders’ special resolution placing BL into liquidation; and in the event Mr Price…

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 Price v Price

Details

AGLC: Price v Price [2025] NZHC 1061
Case: [2025] NZHC 1061
Decision Date: 6 May 2025

CaseChat Overview and Summary

The case of Price v Price involves a dispute between Lesley Price and Andrew Price over the division of their relationship property, specifically focusing on two companies: Manuwai Fields Ltd (MFL) and Biobject Ltd (BL). The dispute was originally decided by the Family Court in 2021, which ordered the division of the parties' relationship property. However, the defendants have not complied with the Family Court's orders. The plaintiffs seek various orders under the Trusts Act 2019 and the Companies Act 1993 to enforce the Family Court's judgment. The primary legal issues the court had to address were whether the court should order the liquidation of MFL and BL, remove a trustee of the Manuwai Rail Trust (MRT), and compel the defendants to transfer shares as ordered by the Family Court. The court found that Andrew Price's conduct had been unfairly prejudicial to Lesley Price, as he had not facilitated the transfer of shares as required by the Family Court judgment and had attempted to renegotiate the value of the shares. The court ordered the removal of Vivienne Smalley as a trustee of MRT, the transfer of shares to comply with the Family Court judgment, and the liquidation of MFL and BL, appointing Steve Khov and Keiran Jones as liquidators. The court also directed the parties to attempt to agree on costs, with specific directions provided for any application for costs.

Orders