Rahman v Shepherd - [2025] NZHC 3515

IN THE HIGH COURT OF NEW ZEALAND WELLINGTON REGISTRY

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

CIV-2025-485-146 CIV-2024-485-629

[2025] NZHC 3515

UNDER Part 15A of the Companies Act 1993

IN THE MATTER

of the voluntary administrations of Wellington Combined Taxis Ltd (administrators appointed), Combined Finance Ltd (administrators appointed) and Wellington Combined Properties Ltd (administrators appointed)

BETWEEN

AZAD RAHMAN

First Applicant

KRISHNA SAMY GOUNDAR
Second Applicant

RAJESHWAR SINGH

Third Applicant

CHELVAKHANTHAN KRPILLAI

Fourth Applicant

AND

IAIN SHEPHARD and JESSICA KELLOW

Respondents

Hearing: On the papers

Counsel:

D P MacKenzie for Applicants

D Kalderimis KC, C T Jolliffe for Respondents J Marcetic for Interested Parties

Judgment:

19 November 2025

JUDGMENT OF BOLDT J

(Costs)

RAHMAN v SHEPHARD [2025] NZHC 3515 [19 November 2025]

Introduction

[1] On 5 June 2025, I dismissed an application brought by Mr Rahman and his fellow applicants to terminate the administration of Wellington Combined Taxis Limited (WCT) and two closely related companies.1 On the administrators’ application, I also made a series of directions regarding the conduct of the forthcoming watershed meeting.2

[2] The respondents, the administrators Mr Shephard and Ms Kellow, now apply for the costs of their successful defence of Mr Rahman’s application, along with the costs of their own (strongly opposed) application for directions.

[3] Mr Rahman and his fellow applicants oppose any award in favour of the administrators and seek costs on an urgent injunction they obtained in March this year. On Thursday 6 March 2025 Mr Rahman and his colleagues learned the administrators were planning to sell WCT to Auckland Cooperative Taxi Society Ltd (ACT) the following Monday. On Monday 10 March Mr Rahman filed an application to prevent the sale until after the watershed meeting or further order of the Court, and McQueen J formalised the injunction the next day by consent.

[4] Both proceedings are longstanding, bitterly fought and ongoing. Unsurprisingly, the parties were not able to resolve the question of costs among themselves.

[5] The parties agree both proceedings are properly placed in category two for costs purposes and that all relevant steps are in band B. It also appears there is no dispute about the steps which make up the overall calculation. The parties agree on little else. Mr Rahman says the administrators should not receive any award despite their having been substantially successful in both proceedings.

1 Rahman v Shepherd [2025] NZHC 1452.
2 The administrators’ application for directions was referred to in the judgment as the “ -629 proceedings”, while Mr Rahman’s application to terminate the administration was referred to as the “-146 proceedings”.

[6] Mr Rahman submits the fact the administrators will be fully indemnified by WCT means they have not incurred any costs in connection with the litigation. In addition, he submits it is relevant that he and his fellow applicants represent a group who command the support of around 44 per cent of WCT’s shareholders. Mr MacKenzie, on Mr Rahman’s behalf, submits that the 44 per cent minority “does not want [Mr…

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 Rahman v Shepherd

Details

AGLC: Rahman v Shepherd [2025] NZHC 3515
Case: [2025] NZHC 3515
Decision Date: 19 November 2025

CaseChat Overview and Summary

In Rahman v Shepherd, the High Court of New Zealand addressed the issue of costs arising from two related proceedings involving the administration of Wellington Combined Taxis Ltd (WCT) and its related companies. The applicants, Azad Rahman and others, sought to terminate the administration of the companies, while the respondents, the administrators Iain Shephard and Jessica Kellow, sought costs for their successful defense of the applicants' application and their own application for directions regarding a watershed meeting. The applicants, on the other hand, sought costs for an urgent injunction they had obtained earlier in the year.

The court had to determine whether the administrators were entitled to costs for their successful defense, whether the applicants were entitled to costs for the injunction they had obtained, and if so, whether any uplift was warranted due to the urgency of the application. The court also had to consider whether the administrators' indemnity by the company should affect the costs award.

The court held that the normal principle that costs should follow the event applied. Both applications were complex and heavily contested, requiring extensive legal argument and evidence. The costs of the litigation were borne by WCT as a company and would ultimately be met by its shareholders. The court found no basis to discount the costs award based on the number of shareholders supporting a particular position. The administrators' indemnity was irrelevant as their actions were taken on behalf of the company and its shareholders. The court also rejected the analogy to trust litigation, finding that the applications were adversarial and not seeking the court's guidance.

The court awarded costs to the administrators on a 2B basis, discounting the award by 10% due to the failure of their application for a direction invalidating all existing proxy votes. The court declined to award a 50% uplift to the applicants for the urgency of their injunction application, finding that the short notice did not increase the costs of seeking the injunction. The court awarded the administrators costs of $29,683.80, offset by an award in favor of the applicants of $7,528.50.

This case highlights the importance of the adversarial nature of litigation in determining costs and the relevance of the parties' positions and the nature of the applications in making costs awards.

Orders