Thachankary v Rasela

[2025] NZHC 1793

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE

CIV-2019-404-2640

[2025] NZHC 1793

BETWEEN

DR SHIGY ALEX THACHANKARY

Plaintiff

AND

ANURAG RASELA

First Defendant

DR VANDANA RASELA
Second Defendant

HOWARD C TONGE
Third Defendant

FLAT BUSH MEDICAL CENTRE LIMITED

Fourth Defendant

UMANGA PATEL
Fifth Defendant

continued: …/2

Hearing:

10 December 2024

Counsel:

A Barker KC and S F W McNulty for Plaintiff

A H Waalkens KC and J G Donkin for First and Second Defendants

No appearance for Third and Fourth Defendants D G Collecutt for Fifth Defendant

Judgment:

2 July 2025

JUDGMENT (No. 2) OF HARVEY J

This judgment is delivered by me on 2 July 2025 at 11.30am pursuant to r 11.5 of the High Court Rules

………………………………
Deputy Registrar

THACHANKARY v RASELA (NO. 2) [2025] NZHC 1793 [2 July 2025]

…/2

CIV-2020-404-1327

BETWEEN  DR VANDANA RASELA

Second Defendant

ANDAUCKLAND CITY MEDICAL CLINICS LIMITED

First Defendant

TABLE OF CONTENTS

Introduction[1]

Agreed payments[6]

Issues[9]

FBMC’s submissions[11]

What equitable damages are appropriate regarding FBMC?  [15]

Dr Thachankary’s submissions[15]

The Raselas’ submissions[18]
FBMC’s submissions[21]

Mr Patel’s submissions[23]

Discussion[24]

The fiduciary duties[26]
Establishing loss[29]

Would FBMC have been sold anyway?[33]

Would FBMC have been liable to pay for the Murphys Road construction costs?

[47]

Would FBMC have held a lease?[53]

Would Dr Thachankary be required to equalise the shareholder current accounts?

[57]

Quantum of equitable compensation[64]

Are exemplary damages justified?  [65]

Dr Thachankary’s submissions[65]

The Raselas’ submissions[66]

Dr Thachankary’s reply submissions[69]

Legal principles  [73]

Discussion[75]

Who should buy the shares in ACMC and at what price?[92] Application to adduce further evidence and for discovery — the Raselas’ submissions[93]

Application to adduce further evidence and for discovery — Dr Thachankary’s submissions[97]

Discussion[98]
Legal principles[103]

Purchase by Dr Thachankary — Dr Thachankary’s submissions[105] Purchase by Dr Thachankary — The Raselas’ submissions[110] Purchase by Dr Thachankary — Dr Thachankary’s reply submissions[113]

Discussion[118]

Purchase by Dr Rasela — the Raselas’ submissions[124]
Purchase by Dr Rasela — Dr Thachankary’s submissions[127]

Discussion[129]

Decision[137]

Introduction

[1] At [151] of my judgment dated 22 August 2024 (the liability judgment), I invited further submissions on remedies. This was made against the background of the decision as a whole and, in particular, [147]–[150].1 Memoranda on Dr Thachankary’s claim for additional hours were also sought at [116]. Counsel’s submissions were then considered at a hearing held on 10 December 2024.

[2]In summary, Mr Barker KC for Dr Thachankary sought orders that:

(a)The Raselas and Mr Patel pay him $275,000 with interest under the Interest on Money Claims Act 2016 (IMCA) from 31 January 2020 until payment.

(b)The Raselas and Mr Patel pay him $50,000 in exemplary damages with interest under the IMCA from the date of judgment until payment.

(c)Auckland Central Medical Clinics Ltd (ACMC) pay Dr Thachankary

$660,956.43 with interest under the IMCA from the date of judgment until payment.

(d)ACMC pay Dr Thachankary for unpaid salary hours worked and for increased hourly rates from 1 August 2024 until the transfer of ACMC…