Vlasic v Zelande Limited

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE

CIV-2019-404-000917

[2019] NZHC 2152

IN THE MATTER OF

the liquidation of TE TUMU MIERE LIMITED (IN LIQUIDATION)

BETWEEN

PAUL VLASIC and DEREK AH SAM

Applicants

AND

ZELANDE LIMITED

First Respondent

MĀORI TRUSTEE

Second Respondent

Hearing:

28 August 2019

Appearances:

J Burt for Applicants

B D Gustafson and B M Foster for First Respondent H L Quinlan for Second Respondent

Judgment:

30 August 2019

ORAL JUDGMENT OF ASSOCIATE JUDGE R M BELL

VLASIC v ZELANDE LTD & OR [2019] NZHC 2152 [30 August 2019]

[1]    This case has a fixture for one day on 30 October 2019. I am asked to decide a preliminary matter. That was put as a jurisdictional question, but in the event, it has become more a matter of case management. I will, however, address the issue of principle raised by Zelande Ltd.

[2]    Te Tumu Miere Ltd was in the honey business. It was established to produce, harvest and market manuka honey from Māori land blocks. The Māori Trustee is the sole shareholder. In August 2017 Te Tumu Miere Ltd made an agreement with Zelande Ltd, the first respondent, under which it purchased 1500 beehives. Zelande undertook to manage the hives on behalf of Te Tumu Miere Ltd. That was unsuccessful. In July 2018, Zelande Ltd gave notice terminating the management contract. Notwithstanding that termination, arrangements were made for Zelande Ltd to continue to manage the hives. That ran on up until the end of March 2019. In the meantime, in November 2018, the Māori Trustee, as shareholder, resolved that Te Tumu Miere Ltd should be put into liquidation. This is an insolvent liquidation. The applicants are the liquidators of Te Tumu Miere Ltd.  The Māori Trustee says that it is a secured creditor for some

$900,000 under a general security agreement.  Zelande Ltd says that it is owed about

$3 million. It has claimed for unpaid invoices. It says that it carried out salvage work for which it has been not been paid and it is also claiming loss of profits arising from the termination of August 2018. There are also some minor unsecured creditors, owners of Māori land who have claimed for unpaid licence fees for hives kept on their land. In the liquidation there is a contest between Zelande Ltd and the Maori Trustee as to the claim of Zelande Ltd and whether it has any priority because it claims a lien.

[3]    In May this year, the liquidators applied under s 284 of the Companies Act 1993 for directions:

(a)Whether work undertaken on beehives by a beekeeper gives rise to a lien at law;

(b)If direction (a) is answered in the affirmative, whether the first respondent (Zelande) in fact has a lien over hives owned by TTM;

(c)If direction (b) is answered in the affirmative, whether Zelande’s lien has priority over the second respondent’s security interest under a general security agreement dated 1 July…