Dold v Murphy - [2021] 2 NZLR 834

Contract — Duress — Minority shareholder in company selling its shares demanded adjustment to his share of proceeds of sale — Whether demand was breach of shareholders’ agreement — Whether drag-along obligation overriding rights of minority shareholder could be interpreted — Whether shareholder could be forced to sell — Whether shareholder could seek premium for his shares — Whether demand for extra payment product of economic duress — Whether demand unlawful — Whether minority shareholder entitled to act in own self-interest.

Equity — Fiduciary duty — Whether minority shareholder had fiduciary obligation to fellow shareholders — Minority shareholder in company selling its shares demanded adjustment to his share of proceeds of sale — Whether relationship inherently fiduciary — Whether fiduciary relationship could be inferred.