Will: re Selwyn Gallot

 It is not a good look in light of the Public Trust’s regular advertising campaigns emphasising the importance of keeping your will up to date.  Public Trust needed High Court approval to implement testamentary instructions of a terminally ill client when he died with no will finalised nearly three months after first contacting Public Trust asking that a new will be prepared.

The High Court was told Selwyn Gallot was an existing Public Trust client at time of asking his will be updated, having named it as his executor in an earlier 2006 will.

He took steps to have Public Trust update this earlier will after a terminal cancer diagnosis.

In December 2023, he typed up the main points to be included in a new will.

He retained one signed copy and emailed what was an unsigned copy to the Public Trust, after contacting their call centre several weeks later, arranging a meeting.

A month later, he met with Public Trust staff, being told a new will would be ready for signature in seven to ten days.

Despite Mr Gallot’s follow up calls with Public Trust in the weeks prior to his death, no final draft was made ready for signature.

After his death, the Public Trust made a Wills Act application for his December typed notes approved as a valid will.  While he had signed the notes, his signature had not been witnessed as required by the Wills Act.

Affected beneficiaries had no objections to approval being given.

Approving the notes as a valid will, Justice Grau said the typed notes reflected Mr Gallot’s new testamentary instructions.

Public Trust told the High Court that costs of getting Wills Act approval would not be charged to his estate.

re will of Selwyn Gallot – High Court (13.08.25)

25.177

Takeover: Empire Technology v. Vital Ltd

 

Aborted takeovers of NZX listed companies can result in a bill from the target company, with Empire Technology disputing a $247,000 bill claimed by Vital after Empire backed out of a 2024 takeover claiming Vital’s market information pre-takeover was misleading.

Empire alleges Vital kept the securities market in the dark through 2024 about its declining profitability and the prospect of losing a major customer, in breach of market rules requiring ‘continuous disclosure’ of all material information.  

Vital Ltd provides radiocommunication services nationwide.

Empire Technology Ltd, controlled by Simon Herbert, made an unsolicited bid for Vital in August 2024 at $0.375 per share.

It later withdrew, alleging Vital management misled the market.

It claims Vital’s forecast net profit after tax of $400,00-$700,000 disclosed to the market in February 2024 was grossly misleading given an actual profit figure of $253,000 was announced shortly after Empire Tech’s August takeover offer.

It also claims Vital failed to publicly disclose the potential revenue loss should major customer Hato Hone St John shift its callout services to a new Public Safety Network.

Empire Tech learnt later that the Hone Hato St John contract was worth $3.7 million to Vital in 2024.   

After Empire Tech withdrew, Vital got a ruling from the Takeovers Panel holding Empire liable to pay $247,036 as compensation for its costs in responding to Empire Tech’s takeover offer.

Empire Tech is challenging the validity of this Takeover Panel ruling in the High Court.

Separately, Vital sued to put Empire Tech into liquidation for non-payment of the $247,000 claimed compensation.

Empire Tech countered, claiming it was entitled to damages from Vital alleging breaches of NZX listing rules, Financial Markets Conduct Act and Fair Trading Act.

Justice Gendall put Vital’s winding up application on hold.

A full court hearing is needed to consider whether Empire Tech is entitled to damages for alleged breaches of the ‘continuous disclosure’ rules by Vital.

The Financial Markets Conduct Act requires listed companies to pro-actively release all information that a reasonable person would consider having a material effect on market prices.

Empire Technology Ltd v. Vital Ltd – High Court (12.08.25)

25.176

Investment: Hua v. Zhang

 

Commercial practice in China having investors disguise their activities caused confusion during a High Court hearing before the court ruled that investor Yu Hua’s $700,000 was not a loan due for repayment but lost in a failed retail venture as an equity investment.

Use of intermediaries to transfer funds and failures to maintain correct shareholder records were explained away as steps commonly taken to avoid drawing attention from government officials in China.

The High Court was told Yu Hua, also known as Kevin Hua, agreed in 2017 to join with two others, Jingjing Zhang and Jie Wen, to establish a retail store.

Whilst initially seeking to convince the High Court that this venture was intended to operate in New Zealand, Mr Hua later acknowledged the proposed deal was to set up a company in China, leasing commercial premises in Baoji City to sell tea, wine and other products imported from New Zealand.

When the business failed, he claimed the $700,000 he put in was a loan and that Ms Zhang, also known as Cathy Zhang, had personally promised repayment.  This promise was supposedly made at a meeting between the two in Auckland at a Sylvia Park McDonalds in August 2018.

The circuitous route taken to send funds to China supported Ms Zhang’s claim that China was at all times the intended site of their retail store.

Initial tranches of Mr Hua’s $700,000 investment were sent from New Zealand via a China bank account operated by Ms Zhang’s mother.  Her mother asked that to stop; as a senior local government official she would come under suspicion if large sums of money passed through her bank account.  Subsequent tranches passed through the China bank account of Ms Zhang’s mother-in-law.

Shaoyuan Trading Ltd was incorporated in China for their intended business.  It did not name either Mr Hua or Ms Wen as shareholders.  Ms Zhang and several close relatives were listed as shareholders.

Ms Zhang told the court that Mr Hua, for reasons not disclosed to her, did not want his name recorded on any official documents in China.

Ms Wen was excluded from the public record because she did not live in China; getting her signature was difficult.

Justice van Bohemen was asked to rule whether Mr Hua’s investment was a loan, to be repaid by Ms Zhang, or an equity investment, lost when the business failed following severe covid-19 pandemic lockdowns in China.

Some of the evidence given did not make sense and some was clearly false, he said.

The tenor of WeChat messages between Mr Hua, Ms Zhang and Ms Wen made it clear that Mr Hua was an equity investor in the Baoji City business, he ruled.

Justice van Bohemen ruled there was insufficient evidence that Ms Zhang personally promised in 2018 to repay the $700,000 investment.  The only written record of such a promise was in a WeChat message sent by a third party who was not present at the 2018 McDonalds meeting.

Ms Zhang said the 2018 meeting discussed an ongoing dispute with a contractor fitting out their Baoji City business premises.  She denied ever accepting personal responsibility for repayment of Mr Hua’s investment.

Hua v. Zhang – High Court (6.08.25)

25.175

Contempt: Francis v. Ranita Handyman Services

 

Rinish Kunjumon says the truck is his, handed over by Maxconcrete Ltd in lieu of a debt owed.  He now faces arrest for contempt of court after failing to hand back the truck to Maxconcrete liquidators under Companies Act ‘clawback’ rules.

After Maxcroncrete went into liquidation in October 2024, liquidators had trouble getting any information out of Auckland-based director Gurwinder Singh.  One thing was clear, trucks owned by the company had disappeared.  Police were informed of the apparent thefts.

One truck was tracked down to a Kelston address, the vehicle in possession of Rinish Kunjumon and being used by his business Ranita Handyman Services & Transport Ltd.  He told liquidators the Hino Ranger was handed over in satisfaction of a debt owed by Maxconcrete.

Liquidators demanded its return.  Companies Act clawback rules require company assets transferred in the six months prior to insolvent liquidation be returned, leaving the former owner as an unsecured creditor for any debt owed.

Mr Kunjumon did not co-operate, adamant the truck was now his.

He did not respond to liquidators’ High Court application forcing recovery.

When a repossession agent, armed with a court order for recovery, contacted Mr Kunjumon he was told arrangements would be texted next day for a handover address.

No text was sent.  The truck disappeared, for a second time.

Back in the High Court, liquidators applied to have Ranita Handyman Services and Mr Kunjumon held in contempt of court.

Mr Kunjumon was given clear notice of the court order and its effect, Justice O’Gorman said.

A warrant for his arrest was issued, suspended for a week to give Mr Kunjumon one last chance to comply with the court order, handing over the truck.

Francis v. Ranita Handyman Services & Transport Ltd – High Court (5.08.25)

25.174

Loan: Lifestyle Loans v. Pope

 

It was an expletive-ridden stoush as Wellington’s Matt Ryan and Auckland’s Laurence Pope, both property moguls, faced off arguing repayment terms on a half million dollar loan.  Pope did not repay a six month twenty per cent bridging loan as promised; Ryan was no more than a disappointed unsecured creditor with no right to security over properties owned by Pope, the High Court ruled.

In early 2024, Mr Pope’s Samcro Trust was in dire financial straits.  The court was told he was under considerable pressure from both suppliers and Inland Revenue.  In addition, he desperately needed $210,000 cash to settle his purchase of a property on Auckland’s North Shore at Glendu Road.

In a brief exchange of emails, Mr Ryan arranged for his Lifestyle Loans Ltd to advance $550,000 against Mr Pope’s promise to repay out of a planned rapid on-sale of Glendhu Road.

Mr Ryan was apoplectic after learning Glendhu Road was resold within six weeks and that Mr Pope had failed to pay down his earlier loan from the net $391,000 received on sale.

A barrage of expletive-filled emails and texts followed.

Mr Ryan’s Lifestyle Loans then sued, claiming Mr Pope fraudulently used the net proceeds to buy further properties.

Lifestyle Loans claimed an interest in these properties as beneficiary under a constructive trust, lodging caveats on title to two properties subsequently purchased by Mr Pope.

Lifestyle needed to prove there was a common intention that it would share an ownership interest in properties owned by Mr Pope, Associate Judge Cogswell said.

There was no such intention, he ruled.

Lifestyle Loans stands simply as an unsecured creditor with Mr Pope personally liable to repay the loan, he said.

Judge Cogswell ordered removal of the remaining caveat on a Glen Eden property.

Earlier, a second caveat, over a property in Ranui, was removed by agreement so the property could be sold.  Lifestyle Loans received nothing from this sale, the court was told.

Lifestyle Loans Ltd v. Pope – High Court (5.08.25)

25.173