Woody Girl Company Limited v Coleman

[2012] NZHC 1819

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

CIV 2010-404-007275 [2012] NZHC 1819

BETWEEN  THE WOODY GIRL COMPANY LIMITED

First Plaintiff

ANDJ J WOODROFFE Second Plaintiff

ANDP J COLEMAN First Defendant

ANDJEZREEL LIMITED Second Defendant

Hearing:         24 July 2012

Counsel:         S A Grant for the Plaintiffs

M C Harris for the Defendants

Judgment:      24 July 2012

[ORAL] JUDGMENT OF WYLIE J

Distribution:

S A Grant: [email protected]

M C Harris: [email protected]

THE WOODY GIRL COMPANY LIMITED & ANOR V COLEMAN & ANOR HC AK CIV 2010-404-

007275 [24 July 2012]

[1]      This  case  concerns  a  sale  of  shares  in  two  private  companies.    As  I understand it, the sale was agreed between the second plaintiff, Ms Woodroffe, and the first defendant, Mr Coleman.  A contract was subsequently executed between the first plaintiff, The Woody Girl Company Limited, and the third defendant, Jezreel Limited.  The Woody Girl Company Limited is the corporate trustee of The Woody Investment Trust, which was set up by Ms Woodroffe.  Jezreel Limited is the corporate trustee of a trust known as the Jezreel Trust, which had been settled by Mr Coleman.

[2]      The hearing was due to commence this morning for nine days.

[3]      The parties requested that the hearing should be adjourned to give them time to finalise a proposed settlement.  I have seen counsel this afternoon.  They have confirmed  that  a  deed  of  settlement  has  been  executed,  resolving  all  matters between the parties.  The terms of the settlement are confidential, but I am told that they impose obligations on the parties.  The date that the final obligation falls to be satisfied is 24 August 2015.

[4]      Mrs Grant appearing for the plaintiffs seeks three orders: (a)   an order that the proceedings be adjourned;

(b)      an order that Jezreel Limited be restored to the Companies Register;

(c)       an order that the hearing fees paid by the plaintiffs be repaid.  As I

understand it, those hearing fees were in the sum of $21,992.60.

[5]      Mr Harris appearing for the defendants does not oppose the orders sought. [6]      Jezreel Limited was struck off the Companies Register in February of this

year, for failing to file its annual return.  Apparently, this was an oversight.  It is intended  that  Jezreel  Limited  will  be  a  party  to  the  settlement  agreement. Application was made by the plaintiffs pursuant to s 329 of the Companies Act

1993 that the company be restored to the Register so that the settlement can be

perfected.  They were creditors of the company and the company was a party to these legal proceedings.

[7]      Mr Harris has confirmed that the first defendant, Mr Coleman, is the sole director of Jezreel Limited.  Mr Coleman and his wife are the sole shareholders of the company, and both are parties to the settlement agreement.  Insofar as Mr Harris is aware, the company had no creditors.  It was a non-trading entity acting as the corporate trustee of the Jezreel Trust.

[8]      In  the circumstances,  I am  satisfied  that  it  is  appropriate to  direct  that Jezreel Limited be restored to the Companies Register.   It is also appropriate to direct that the annual return of the company should be filed within 10 working days of the date of this judgment.  As I understand it, Mr Coleman has undertaken to take  all  necessary  steps  to  enable  the  company  to  be  restored  as  part  of  his agreement with the plaintiffs.

[9]      I also make an order adjourning the proceedings to enable settlement to be concluded.    I  adjourn  the  proceedings  for  a  period  of  one  year,  until  Friday,

23 August 2013 at 10.00 am.  Settlement will not have been concluded by that date, but  in  the  event  that  all  is  on  track,  I  invite  the  parties  to  file  a  consent memorandum inviting the Court to adjourn the proceedings for a further year.  The same process can be followed in August 2014, in anticipation that the proceedings will be adjourned for a final time, until 24 August 2015, at which stage they can be discontinued.

[10]     I also direct that the hearing fees paid by the plaintiffs to the Registry be returned to the plaintiffs.

Wylie J