Sharrock v Wedd - [2016] NZHC 1802

IN THE HIGH COURT OF NEW ZEALAND NAPIER REGISTRY

CIV-2015-441-132 [2016] NZHC 1802

BETWEEN
GERALD ERRINGTON SHARROCK

First Plaintiff

JUST STEEL FRAMING LIMITED Second Plaintiff

AND

STEPHEN CHARLES WEDD Defendant

On the papers

Judgment:

5 August 2016

JUDGMENT (2) OF ASSOCIATE JUDGE SMITH

[1] On 1 July, 2016 I gave judgment on the plaintiffs’ application for summary judgment against Mr Wedd.1 I made a declaration that the first plaintiff (Mr Sharrock) is and has since 22 February 2013 been a director of the second plaintiff (Just Steel), and that an annual return and particulars of directors of Just Steel which Mr Wedd had lodged with the Companies Office on 1 December 2015 were not validly lodged by him. I also made a declaration that Mr Sharrock is entitled to be entered as a shareholder in the share register of Just Steel, or (in the event that such a register currently exists) to an order rectifying that register under s
91 of the Companies Act 1993 by including Mr Sharrock’s name in the register in

respect of:

1 Sharrock v Wedd [2016] NZHC 1477

SHARROCK v WEDD [2016] NZHC 1802 [5 August 2016]

(a) The shares acquired by him under a deed which the parties had entered into.

(b) Any other shares he may subsequently have validly acquired in Just

Steel.

[2] I also made an order setting aside a notice of discontinuance which Mr Wedd had purported to file on behalf of Just Steel.

[3] By application dated 13 July 2016 Mr Wedd has applied for an order recalling the judgment given on 1 July 2016. Mr Wedd did not provide any sworn affidavit with his application to recall the judgment, but made a number of unsworn statements in the body of the application.

[4] First, Mr Wedd says that Mr Sharrock was supposed to pay $250,000 for shares in Just Steel and the related company (Affordable Residential Limited), but he did not pay that sum. Mr Wedd contends that the true figure paid by Mr Sharrock appears to have been only $91,882.59.

[5] Mr Wedd does acknowledge that $170,000 was paid to Just Steel on 22

March 2013 (much later than the payment date specified in the deed), but he contends that various sums, totalling $118,265.60, were wrongfully taken out of Just Steel’s bank account. Mr Wedd contends that $118,265.60 allegedly taken from Just Steel amounted to theft by a person in a special relationship, contrary to s 220 of the Crimes Act 1961. He says that Mr Sharrock appears to have been deliberately misleading the Court when he claimed to have paid $257,000 for shares in Just Steel and Affordable.

[6] Mr Wedd goes on to contend that all and any shares Mr Sharrock claims to have purchased in Just Steel and Affordable are forfeited due to non-performance of the deed and not paying the agreed purchase price. Mr Wedd refers to a statement in a receiver’s report of 3 June 2016, which suggests that Mr Sharrock’s company…

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 Sharrock v Wedd

Details

AGLC: Sharrock v Wedd [2016] NZHC 1802
Case: [2016] NZHC 1802
Decision Date: 5 August 2016

CaseChat Overview and Summary

The High Court of New Zealand, Napier Registry, considered the case of Sharrock v Wedd. The plaintiffs, Gerald Errington Sharrock and Just Steel Framing Limited, sought to enforce a judgment against Stephen Charles Wedd. The legal issues revolved around whether Mr Sharrock was entitled to be recognised as a director and shareholder of Just Steel, and whether a notice of discontinuance filed by Mr Wedd was valid. The court had to determine if Mr Sharrock had fulfilled his obligations under a deed to acquire shares in Just Steel and if he was entitled to be recognised as a shareholder and director.

The court reasoned that Mr Sharrock had indeed satisfied his payment obligations by 22 March 2013, fulfilling the conditions necessary for his entitlement to shares. The court found that Mr Wedd did not present any valid reason for recalling the judgment, as he had not provided any new evidence or legal grounds that would warrant reconsideration of the previous decision. The court concluded that Mr Wedd's application to recall the judgment was an attempt to re-litigate already decided matters and dismissed the application. The court also noted that any dissatisfaction with the judgment should have been addressed through an appeal, not by applying to recall the judgment.

The final orders were that the application for recall was dismissed, and the plaintiffs' application for costs associated with the recall application would be addressed in a subsequent judgment.

Orders