First City Corporation Ltd v Downsview Nominees Ltd - [1989] 3 NZLR 710

Company law — Debentures — Assignment — Whether subsequent debenture holder can require assignment of prior debenture — Property Law Act 1952, ss 82 and 83.

Company law — Debentures — Registration — Whether incorrect entry of debenture by Registrar rendered void a debenture delivered to Companies Office for registration within prescribed time — Companies Act 1955, ss 102 and 103.

Company law — Managers — Exclusion from management — Receiver allegedly mismanaged a company and creditor applied for order that receiver be excluded from being a director or manager of any company — Whether creditor was entitled to make such application — Whether receiver had acted as manager of the company — Whether civil standard of proof was applicable — Whether order should be made — Companies Act 1955, s 189.

Tort — Negligence — Duty of care — Receiver — Second debenture holder claimed damages from receiver appointed by first debenture holder alleging mismanagement of company — Second debenture holder subsequently assigned its debenture to a subsidiary — Whether receiver owed fiduciary duty to subsequent debenture holder — Whether duties owed by receiver extended beyond those in s 345B of Companies Act — Whether receiver owed duty of care to subsequent debenture holder — Whether receiver was in breach of duty of care — Whether rights of second debenture holder against receiver were assignable to its subsidiary — Companies Act 1955, s 345B.