Reese v Tristar Investments Limited

[2025] NZHC 2512

IN THE HIGH COURT OF NEW ZEALAND TIMARU REGISTRY

I TE KŌTI MATUA O AOTEAROA TE TIHI-O-MARU ROHE

CIV-2025-476-41

[2025] NZHC 2512

BETWEEN

GEORGE ALAN REESE

Plaintiff

AND

TRISTAR INVESTMENTS LIMITED

First Defendant

AND

MANDALEA PROPERTIES LIMITED

Second Defendant

Hearing:	On the papers
Counsel:	S D Campbell for Plaintiff
Judgment:	29 August 2025

JUDGMENT OF OSBORNE J

[1]                 This proceeding was filed this afternoon. It relates to the shares in the second defendant company. The Companies Office Register at present shows the shares as being held as to 50 by the plaintiff and as to 50 by the first defendant. The plaintiff claims he is entitled, by reason of an agreement reached in 2002–2003, to the transfer to him of 17 of the 50 shares registered in the name of the first defendant.

[2]                 The plaintiff’s proceeding is accompanied by an (on notice) application for summary judgment and a without notice application for an interim injunction. The injunction would prevent the first defendant from transferring more than 33 of the shares in the second defendant to any third party.

[3]The interlocutory applications are supported by an affidavit of the plaintiff.

REESE v TRISTAR INVESTMENTS LIMITED [2025] NZHC 2512 [29 August 2025]

[4]                 The plaintiff, despite applying for summary judgment, does not verify the allegations in the statement of claim as required by r 12.4(5) High Court Rules 2016. He does, however, set out in some detail the background to  his  dealings  with Fergus Blackgrove, whom he identifies as the director of the first defendant. He refers to an  agreement  the  pair  had  as  to  33  of  the  second  defendant’s  shares  for  Mr Blackgrove and 67 for the plaintiff. It appears the plaintiff must be talking of an oral agreement as he produces no documentary exhibits relating to a 2002–2003 agreement. He exhibits text messages from 2023 and 2024 which he states show that Mr Blackgrove knows that a particular block of land is the plaintiff’s in a sense and that it translates to a one-third interest. Without further explanation it is difficult to construe the text messages in that way.

[5]                 The plaintiff deposes he was sent a text message on Monday 25 August 2025. He exhibits a message in which the sender says he is selling the balance of shares to a named individual on Friday (today). The text enquires whether the plaintiff is wishing to respond and, if so, “you have to apply to High Court stay of execution, to achieve a decision”.

[6]                 By a memorandum filed in support of the application, Mr Campbell refers to the relevant Rules and the standard principles dealing with the issuing of interim injunctions, including on a without notice basis. He submits this is an appropriate case in which to issue an interim injunction, having regard to the threat made to transfer shares to a third party.

[7]                 The plaintiff has provided an undertaking as to damages in his own name. His affidavit does not contain any information relevant to the quality of his undertaking.

Discussion

[8]                 This judgment is being dictated mid-afternoon on 29 August 2025 in relation to an application filed two hours earlier.   I am  dealing with it on behalf of the    Duty Judge because the absence of any prior warning that such a proceeding was being filed today has seen the Duty Judge fully occupied with other business.

[9]That said, I have fully read the documents filed.

[10]             I am satisfied by a fine of margin that it is appropriate to grant an interim injunction today to preserve the plaintiff’s position. I am satisfied there is a serious question to be tried and that the balance of convenience favours granting relief on the strictest of interim bases.

Orders

[11]I order:

(a)There is an injunction (the “injunction”) prohibiting the first defendant from transferring more than 33 of the shares registered in its name in Mandalea Properties Limited to any third party, so that the first defendant must continue to hold at least 17 shares registered in its own name for the period the injunction remains in force.

(b)The first defendant may apply on three working days’ notice to set aside the injunction.

(c)The injunction shall lapse in the event the plaintiff does not file and serve by 3.30 pm Wednesday 3 September 2025 a supplementary affidavit providing information to establish that his undertaking in relation to damages is meaningful.

(d)The plaintiff’s interlocutory application for an interim injunction is now to proceed on an on notice basis.

(e)The proceedings including this Judgment are to be served forthwith upon the defendant.

(f)The first call of the proceedings and of the two applications on notice is set down at 4.30 pm on 1 October 2025 for a first case management conference (Associate Judge Paulsen), but reserving leave to either party to request an earlier call if appropriate.

(g)The costs and disbursements associated with the plaintiff’s without notice interlocutory application are reserved.

Osborne J

Solicitors:

Shane Campbell, Christchurch