Wilding v Te Mania Livestock Ltd - [2015] NZHC 2105

IN THE HIGH COURT OF NEW ZEALAND CHRISTCHURCH REGISTRY

CIV 2014-409-000899 [2015] NZHC 2105

BETWEEN
TIMOTHY WILDING

First Plaintiff

AND

TE MANIA PROPERTIES LIMITED Second Plaintiff

AND

TE MANIA LIVESTOCK LIMITED First Defendant

AND

W H HOLDINGS LIMITED Second Defendant

AND

JOHN HARRINGTON Third Defendant

AND

HOONG BEE TECK Fourth Defendant

AND

WONG CHUN WIN Fifth Defendant

AND

HONG WEIGOU Sixth Defendant

Hearing: 21 August 2015

Appearances:

P J Dale for Plaintiffs
No appearance for First Defendant
R J Hopkins for Second, Fourth and Fifth Defendants
I G Hunt for Third Defendant
No appearance for Sixth Defendant

Judgment:

1 September 2015

JUDGMENT OF DUNNINGHAM J

WILDING & ANR v TE MANIA LIVESTOCK LTD & ORS [2015] NZHC 2105 [1 September 2015]

Introduction

[1] Te Mania Livestock Limited (TML) is a successful Angus cattle breeding business which has built on the success of a breeding operation established by the Wilding Family. Mr Wilding, the first plaintiff, holds 40 per cent of the shares in TML and, the second, third, fifth and sixth defendants have also acquired shareholdings in TML. The shareholders are also directors, or have appointed directors, to the Board of TML.

[2] However, divisions have developed. Mr Wilding now seeks leave to commence derivative actions, in TML’s name, against:

(a) the second defendant, WH Holdings Limited (WHHL), for failing to renew a lease of farmland to TML; and

(b)the third defendant, Mr Harrington, for alleged neglect of stock while he was an employee of TML.

[3] Late last year Mr Harrington took up employment with another Angus cattle breeder, Terra Firma Land Company Limited (TFLC), which happens to be the company that WHHL now leases its land to. Mr Wilding says that this places Mr Harrington in a conflict of interest, and is in breach of Mr Harrington’s duties as a director to act in good faith and in the best interests of TML.1

[4] Proceedings have been issued to progress these and other claims. However, Mr Wilding now seeks an interim injunction removing Mr Harrington, and his partner, Ms Sarah Adams, as directors of TML, and the appointment of independent directors in their place. If granted, Mr Wilding says he, too, would step aside as a director.

[5] The first plaintiff’s application for an interim injunction is opposed by the second to fifth defendants on the basis that there is no legal basis to grant the relief sought by Mr Wilding and, even if there was, considerations of the balance of
convenience would, by some margin, favour retaining the directors.

1 Companies Act 1993, s 131.

Background facts

[6] Mr Wilding, and his wife Katie, farm in North Canterbury, near Cheviot. They are also directors of the second plaintiff, a company which owns various farm properties.

[7] The first defendant, TML, was incorporated in 1997 to own and operate an Angus stud using livestock from the Te Mania foundation herd that was started by Mr Wilding’s grandfather in 1928.

[8] One of the biggest shareholders in TML is…

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.

Keep reading for free

Create a free CaseChat account to read Wilding v Te Mania Livestock Ltd and more:

Read every judgment in full
Ask AI and get answers linked to paragraphs
See how each paragraph was cited in later cases
Download judgments as PDF or Word

Continue with Google

One click creates your free account or signs you in.

By continuing you agree to the Terms and Privacy Policy.

Details

Case: [2015] NZHC 2105
Decision Date: 1 September 2015

CaseChat Overview and Summary

Te Mania Livestock Limited (TML) is a successful Angus cattle breeding business based in Canterbury, New Zealand. Timothy Wilding, the first plaintiff, holds 40 per cent of the shares in TML and is also a director. The second plaintiff, Te Mania Properties Limited, is also a shareholder and director of TML. The second to sixth defendants are also shareholders and directors of TML. The defendants oppose Mr Wilding’s application for an interim injunction which seeks the removal of Mr Harrington, and his partner, Ms Sarah Adams, as directors of TML and the appointment of independent directors in their place. The first plaintiff’s application is opposed by the second to fifth defendants on the basis that there is no legal basis to grant the relief sought by Mr Wilding and, even if there was, considerations of the balance of convenience would, by some margin, favour retaining the directors. The court considered the legal principles applicable to interim injunctions and found that the application for interim injunction did not raise a serious question to be tried. It held that the balance of convenience did not justify the replacement of the directors on an interim basis. The court declined the application for interim injunction.

Orders