While directors argued about the effect of restructuring their south Auckland property development company, a caveat lodged over company land stayed in place blocking completion of the business reorganisation.
QNZ Ltd, controlled by Tingsong Qui, and Keemati Ltd, controlled by Keemati Angurala, teamed up to complete property developments in Flat Bush using MR Civil Ltd as their joint venture vehicle. In November 2017, a forty per cent stake in MR Civil was transferred to Keemati Ltd and Mr Angurala added as a MR Civil director. Within a year Mr Qui and Mr Angurala had fallen out. Terms of disengagement were hammered out at a September 2018 meeting with bullet point ‘minutes’ written up by Mr Angurala and signed by Mr Qui as a summary of their agreement. They later disagreed on what had been agreed.
The High Court was told their major point of contention was over ownership of two properties under construction, both in Flat Bush: one in Rashni Road, the other in Skanda Crescent. Mr Angurala said he was not to lose his forty per cent stake in MR Civil until title came through for the Flat Bush properties with title then transferred to Kemmati Ltd. He objected to Mr Qui unilaterally removing Kemmati from the MR Civil share register. Mr Qui claims the shares were only ‘on loan’ to Keemati to enhance Mr Angurala’s credibility with suppliers and sub-contractors. Mr Qui said transfer of title to the Flat Bush properties was conditional on Keemati completing several large developments at another site: Matua Road. Mr Angulara said he was under no obligation to complete Matua Road; he abandoned these projects.
Mr Angulara had Keemati Ltd lodge caveats over title to the two Flat Bush properties, saying the bullet point ‘minutes’ gave him rights to ownership. A caveat has the effect of blocking any dealings with land without the caveator’s consent, unless a court orders the caveat removed. Over QNZ Ltd’s objections, Associate judge Paulsen ordered the caveats remain. Bullet point references in the ‘minutes’ to the two Flat Bush lots going to Keemati Ltd created rights of ownership. Whether transfer of title was conditional on completion of Matua Road, as Mr Qui claims, requires a full court hearing to clarify the conflicting evidence, Judge Paulsen said.
Keemati Ltd v. QNZ Ltd – High Court (27.02.20)
20.036