Saha v Reardon - [2017] NZHC 831

IN THE HIGH COURT OF NEW ZEALAND WELLINGTON REGISTRY

CIV-2013-404-005129- [2017] NZHC 831

IN THE MATTER
of SAHA INTERNATIONAL

PARTNERSHIP

BETWEEN

GOVIND PRASAD SAHA Plaintiff

AND

TIMOTHY PETER REARDON First Defendant

NEIL ANTONY LOWNE FROST Second Defendant

LUKE BRAMWELL HOUGHTON Third Defendant

JONATHAN ROBERT MacDONALD MYERS

Fourth Defendant

RICHARD HUGH MORISON Fifth Defendant

TIMOTHY GERARD ARBUCKLE Sixth Defendant

MICHAEL ANTHONY PEAD Seventh Defendant

VISWA PHANI KUMAR PADISETTI Eighth Defendant

Hearing: 9 April 2017

Counsel:

G J Harley and P W G Ahern for Plaintiff
J D Haig for First Defendant
P R W Chisnall for Second Defendant
S A Barker and P J Niven for Third and Sixth Defendants
D K Evans for Fifth and Seventh Defendants

Judgment:

28 April 2017

SAHA v REARDON [2017] NZHC 831 [28 April 2017]

JUDGMENT OF COLLINS J

Introduction

[1] Two issues are addressed in this judgment. The first issue concerns access by Mr Frost, a current partner in Saha International Partnership (the partnership) to specific documents held by Dr Saha on behalf of the partnership. Dr Saha is also a current partner in the partnership. The second issue asks whether former partners of the partnership have “control” of documents held by the partnership and therefore responsibility for complying with the obligations of discovery.

[2] The background to both issues is explained in Part I of this judgment. The first issue is addressed in Part II of this judgment and the second issue is answered in Part III.

PART I

[3] The background to this dispute is set out in my judgment of 1 April 20151 in which I dismissed applications for summary judgment brought by the third and sixth defendants against Dr Saha, and the judgment of the Court of Appeal dated
18 November 20152 in which the third and sixth defendants’ appeal from my

judgment was partially allowed.

[4] The partnership was established in 2001 by Dr Saha. It provided management and financial consulting services in New Zealand, Australia, Namibia and South Africa. The defendants became partners of the partnership. Apart from Mr Frost, the defendants retired from the partnership between 28 October 2010 and
1 December 2010.

1 Saha v Reardon [2015] NZHC 638.
2 Houghton v Saha [2015] NZCA 553.

[5] The partnership had a formal deed of partnership that was settled in August

2009 but by agreement, it was operative from the commencement of the partnership on 1 October 2001. That deed provided amongst other matters:

(1) that the partnership’s annual accounts were to be prepared in

accordance with the New Zealand Financial Reporting Act 1993;

(2)partners’ remuneration was to be based on partner performance over the medium term; and

(3)Dr Saha was to have extensive power, including the sole responsibility and discretion for determining the level of remuneration of partners.

[6] From 2006 onwards, a practice developed whereby partners’ profits were allocated, not only on the basis of actual income and profits for each financial year, but also on the basis of income and profits that…

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 Saha v Reardon

Details

AGLC: Saha v Reardon [2017] NZHC 831
Case: [2017] NZHC 831
Decision Date: 28 April 2017

CaseChat Overview and Summary

Saha v Reardon was a dispute between the partners of a dissolved management and financial consulting firm over the allocation of losses from the firm’s operations and the winding-up of the firm. Saha, one of the remaining partners of the firm, sought declarations that the accounts of the firm were settled and binding, directions on how accounts for the years subsequent to 2010 were to be finalised, and orders requiring the defendants to pay the negative balances in their current accounts. Reardon, one of the defendants, counterclaimed against Saha for misrepresentation and misleading or deceptive conduct. Reardon sought orders to compel Saha to allow him access to Saha’s personal email account from 2013 to present. Reardon also sought orders requiring Saha to allow him access to all documents relating to the firm’s operations, including documents held by third parties. Saha opposed Reardon’s application on the basis that it was duplicative of the matters in the proceeding. Collins J held that Reardon was entitled to access the documents that he sought. Collins J held that Saha and the firm had control over the documents that were to be disclosed by the firm. Collins J held that Saha was to discover the documents listed in the Schedule to this judgment. Costs were reserved.

Orders