Wellington Gateway General Partner no.1 Limited v Registrar General of Companies

[2022] NZHC 1606

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE

CIV-2022-404-1085

[2022] NZHC 1606

UNDER

Section 101 of the Limited Partnerships Act 2008 and section 329 of the Companies Act 1993

IN THE MATTER

Of an application to restore Wellington Gateway Partnership No. 1 LP (deregistered) to the Limited Partnerships Register

AND

IN THE MATTER

of an application to restore Wellington Gateway Partnership No. 2 LP (deregistered) to the Limited Partnerships Register

BETWEEN

WELLINGTON GATEWAY GENERAL PARTNER NO. 1 LIMITED

First Applicant

WELLINGTON GATEWAY GENERAL PARTNER NO. 2 LIMITED

Second Applicant

AND

THE REGISTRAR GENERAL OF COMPANIES

First Respondent

THE SECRETARY OF THE TREASURY

Second Respondent

Hearing:	7 July 2022
Appearances:	S C D A Gollin for the Applicants No appearance for the Respondents
Judgment:	7 July 2022

ORAL JUDGMENT OF POWELL J

WELLINGTON GATEWAY GENERAL PARTNER NO. 1 LIMITED v THE REGISTRAR GENERAL OF COMPANIES [2022] NZHC 1606 [7 July 2022]

[1]                  Wellington Gateway General Partner No. 1 Limited and Wellington Gateway General Partner No. 2 Limited have applied pursuant to s 101 of the Limited Partnerships Acts 2008 and s 329 of the Companies Act 1993 for orders re-instating Wellington Gateway Partnership No. 1 LP and Wellington Gateway Partnership No. 2 LP to the limited partnerships Register.

[2]                  The applicants were the partners of both limited partnerships which were apparently removed from the Register by the Registrar of Companies on 9 June 2022 on the basis that they were not carrying on business and that there was no proper reason for either limited partnership to continue in existence.

[3]                  There can be no possible dispute that the grounds relied on for de-registration were quite incorrect given both limited partnerships collectively form a special purpose structure responsible for the delivery and operation of the recently opened 27 km, four lane motorway connecting Wellington and the Kapiti Coast known as Transmission Gully, being roading infrastructure valued at approximately $1.2 billion, together with maintenance contracts for the next 25 years, worth an additional

$1 billion.

[4]                  Having read the application and the evidence filed in support I am left in no doubt that the orders sought, which are not opposed, should be made as soon as possible reinstating the limited partnerships to the Register and making the various ancillary orders that are also requested.

[5]I therefore make the following orders:

(a)to the extent leave is required, an order under Rule 19.5 of the High Court Rules 2016 granting leave to commence this proceeding by originating application;

(b)orders under s 101 of the Limited Partnerships Act (LPA) and s 329(1) of the Companies Act 1993 (CA) restoring Wellington Gateway Partnership No. 1 LP (deregistered) (LP1) and Wellington Gateway

Partnership No. 2 LP (deregistered) (LP2) to the Limited Partnerships Register (Register);

(c)an order under s 101 LPA and s 329(4) CA that, upon Wellington Gateway Partnership No. 1 LP and Wellington Gateway Partnership No. 2 LP being restored to the Register, all property of either entity that vested in the Crown upon their removal from the Register be vested in them as if they had not been removed from the Register;

(d)leave is reserved for the applicants to seek such further orders under   s 329(4) CA as may be required to implement the orders that I have just made;

[6]I note there is no issues as to costs on the application.

Powell J

Solicitors:

MinterEllisonRuddWatts, Auckland (S Gollin/T Leggat)

Copy:

The Registrar General of Companies The Secretary of Treasury