Liquidation is a process where the assets of a company that cannot pay its debts, are distributed by a liquidator or by a Crown authority called the Official Assignee (AO). The AO only deals with liquidations where it has been appointed liquidator by the court or, in certain circumstances, by itself. A company is placed into liquidation when it is unable to pay its debts. This is done voluntarily or by a court order. A liquidator is appointed to investigate the company’s financial affairs, establish the reason why the company failed, investigate possible offences, and identify and sell any assets to help repay creditors. Officers of the company must assist the liquidator by providing information and answering questions.
Failure to assist the Official Assignee is a serious offence and may lead to prosecution. It is an offence for a director to conceal or remove property with the intention of preventing or delaying the Official Assignee from taking custody of it, or to destroy, conceal or remove records or other documents. Penalties can include fines and imprisonment.
Bankruptcies are managed by the AO and normally last for three years. Bankrupts are unable to direct a company and are not allowed to manage a business without the OA’s consent. [Source: http://www.insolvency.govt.nz/]
The Society for Promotion of Community Standards Inc. is concerned that the ability of liquidators serious about fulfilling their statutory duties to investigate and report possible offences by company officials against the Companies Act 1993, the Financial Reporting Act, the Securities Act and the Insolvency Act 2006; are being undermined and thwarted by a number factors including:
(1) failure of enforcement agencies to vigorously prosecute offences when good evidence is provided,
(2) ‘sloppy house-keeping’ (in communication – internal and with media) in the Insolvency and Trustee Service (ITS), which is overseen by the Ministry of Business Innovation and Employment (MBIE). Such ‘errors’ have led to prosecutions against offenders being put in doubt or abandoned and open up the potential for litigation against the ITS.
(3) difficulties in securing the necessary funding to pursue in-depth investigations to locate company assets and secure relevant company files, due to obstructions caused by non-cooperation by company officials.
(4) Public attacks on the ITS/MBIE and individual liquidators by disgruntled bankrupts who no doubt are utterly convinced that their ‘rights’ are being maliciously attacked by investigations into their business affairs and ‘lifestyle choices’ (while in bankruptcy). Such attacks cannot be allowed to weaken the resolve of such agencies and their officials to root out possible corruption in the financial/business sector and maintain the integrity of our justice system.
Liquidators often face the very challenging task of trying to unravel the often convoluted and interconnected maze of interrelated companies and trusts etc. involved in the financial meltdown of a multiple Groups of companies.
See for example the collapse multiple liquidations of companies owned by CVC Group Limited.
Liquidators follow the money trail of companies linked to twice-bankrupt David Ian Henderson
David Ian Henderson, a high-profile Christchurch property developer whose four year battle with Inland Revenue spawned a best-selling book Be Very Afraid: One Man’s Stand Against the IRD (forwarded by Rodney Hide) and published in August 2007. In 2007 his story was made into a film by South Pacific Pictures Ltd entitled We’re Here To Help. Politician Rodney Hide QSO, who recently wrote in the National Business Review (NBR) that he was a very close friend of Henderson, also wrote a book on his friend’s battle: [Hide, Rodney P. (1999), The power to destroy : shocking revelations of IRD harassment and abuse, Christchurch, [N.Z.]: FTG Trust, ISBN 0-473-06371-9]. The foreword for this book was provided by Dave Henderson. It would appear that the publisher, FTG Trust, is linked to one of Henderson’s “FTG” companies (see below).
In a series of questions in parliament to then Minister of Finance, Dr Michael Cullen, in October 2010, Hide sought to defend his close friend Henderson (“Hendo”) against allegations made Dr Cullen that Henderson “was one of the biggest and nastiest tax evaders in this country … who ran the sex industry in Christchurch and avoided tax thereon”. Hide claimed that it was ironic that $1.9 million had been invested by the taxpayer through the Film Commission into making a film about how the IRD had “victimized Mr Dave Henderson – a victimisation that continues to this day because of the wild allegations that were made by the Deputy Prime Minister under privilege [of Parliament] and that to this day have not been retracted”.
Mr Henderson, who was bankrupted for a second time 29 November 2010 with debts totalling more than $140 million, told the media recently that he planned to pursue [legal action against] the Insolvency and Trustee Service for “malicious prosecution”. He said “They [ITS] now need a thorough clean out.” (Stuff News 5/05/14).
At least 130 companies are involved in the Henderson failed ‘empire’ and a key for liquidators pursuing the ‘money-trail’ is the involvement of Henderson’s partner, company director Ms Kristina Louise Buxton, business director Mr Ian Bruce Hyndman, and Canterbury Legal Services directors, Mr Clive John Cousins and Mr Grant William Smith.
Hendo’s Corporate Web
FTG Trustee Services Ltd is 100% owned by twice-bankrupted Christchurch property developer Mr David Ian Henderson (he resides at Unit 58, The Heritage, 98 Worcester Street, Christchurch, 8011, New Zealand, according to Companies Office records). Its registered office is Canterbury Legal Services Ltd, 256 Memorial Avenue, Burnside, Christchurch 8053. Its sole director is currently Ms Kristina Louise Buxton, Henderson’s partner, who resides at the same address as Henderson. She took over from him when he resigned as director on 1/12/10 (he had run the company himself from 19/08/03 up to that point).
FTG Trustee Services Ltd owns Anthem Ltd, which has as its current sole director Mr Ian Bruce Hyndman, David Henderson’s “longstanding friend and business associate”. Hyndman was appointed director on 01/12/10 on the same day Henderson resigned. The registered office of Anthem, like FTG Trustee Services is Canterbury Legal Services Ltd, 256 Memorial Avenue, Burnside, Christchurch 8053. Mr Hyndman records his current residential address as 25 Moorhouse Avenue, Addington, Christchurch, 8011. [This is the street address for Mac’s Mint Motors (Tel. +64 3 3777908)which is the registrant of the domain name beveryafraid2.co.nz “Ian” is the Technical contact Tel +64 3 3799908 E-mail email@example.com ]
Anthem Ltd in turn owns Gibbston Downs Wines Ltd (“Gibbston”) [In Liq] which was put into interim liquidation on 18/03/14 by order of the High Court. On 25/03/14 the interim appointment of Kevin D. Newson as liquidator was made final by order of the High Court. The sole director of Gibbston at the time the company was put into liquidation was Ian Bruce Hyndman, who had been appointed director on 01/12/10 on the day Henderson resigned. Henderson was a director from 06/11/02 to 01/12/10. (Note: Kristina Louise Buxton and George Daniel Balani were appointed on 19/11/01 as the two founding company directors. Buxton resigned on 05/02/03 and served as director concurrently with Henderson from 06/11/02 to 05/02/03. Kristina Buxton again served as director alongside Henderson from 13/06/03 to 16/07/03).
Gibbston has operated as a vineyard manager in the Gibbston Valley, Otago. Its sole shareholder is Anthem Ltd. The liquidator of Gibbston, Mr Kevin D. Newson, has stated that he has “been put on notice by the liquidator of Property Ventures Ltd (In liquidation), [Mr Robert Bruce Walker], “that he [Walker] has a claim, as liquidator to the shares.” (see Liquidation Report 02/05/14 on Companies Office website). Property Ventures was the central company of the property development ventures formerly controlled by David Ian Henderson of Christchurch. It owns 25 subsidiary companies, including Tuam Ventures. It was placed into liquidation on 27 July 2010.
On 11 April 2013 Gibbston sought an order in the High Court in Christchurch staying the liquidation proceeding commenced by Property Ventures Ltd (in receivership and liquidation) (“PVL”) on the basis that it had appealed that ruling to the Court of Appeal. Gibbston had failed in an earlier application to set aside a statutory demand issued by PVL for $1,520,123.03 and attempted to use the appeal process to halt the liquidation proceeding.
On 16 April 2013 Associate Judge Osborne issued an order in the Christchurch High Court [see ref. 1] that impacted on Gibbston or its director [Ian Bruce Hyndman].
(a) This [liquidation] proceeding is stayed until delivery of the judgment of the Court of Appeal in the appeal filed under CA 82-2013, or until the earlier abandonment or dismissal of the appeal, upon condition that –
(i) Neither Gibbston Downs Wines Ltd (“Gibbston”) nor any director of Gibbston shall during the period of the stay enter into any transaction or disposition which would affect the assets of Gibbston or their value …”
The stay on transacting was therefore put in place until such time as when, and if, the statutory demand that had been granted to PVL was overturned on appeal to the Court of Appeal (An appeal by Gibbston was heard by the Court of Appeal and subsequently by the Supreme Court but both were unsuccessful). The stay issued by Osborne J. was conditional and the conditions (see 49a[i]) applied to caveats existing over properties owned by Gibbston. Any attempt to remove a caveat prior to the delivery of the Court of Appeal judgment (a hearing was scheduled for 25 July 2013) would be a breach of the stay. The same conditions applied when the matter proceed to the Supreme Court, which it did.
Mr Newson, the liquidator of Gibbston (‘GDWL”), states in his report dated 2 May 2014:
“I have been informed that the physical assets of the company are mainly of an agricultural equipment value. Within 24 hours of my appointment [on 18/03/14] as interim liquidator FTG Securities Limited issued a Notice of Entry into Possession of Mortgaged Property. Some if not all of these company assets were then removed from control of GDWL by agents of FTG Securities Limited. I have requested from the solicitor acting for FTG Securities Limited a list of the assets seized but no such list has been provided.
The claim of FTG Securities Limited apparently relates to security interest in the assets of the company pursuant to a guarantee previously entered into by GDWL. FTG Securities Limited has not indicated to me the quantum of the debt it claims to be acting under.”
FTG Securities Ltd (formerly Kiwi Investor Corporation Ltd until 12/03/13) is currently directed by Ian Bruce Hyndman, who as noted is Dave Henderson’s close business colleague (and is acknowledged as such by Rodney Hide in the NBR). Hyndman was appointed director on 13 March 2013, replacing directors Mr Clive John Cousins and Mr Grant William Smith, who both resigned on 14 March 2013, having served as directors since 31/05/07 when the company was incorporated.
Both Cousins and Smith made a statutory declaration on 14 May 2010 that Kiwi Investor Corporation Ltd was a “non-active entity (as defined in s. 10A(2) of the Financial Reporting Act 1993) in respect of the accounting period ending on 31/03/10. Dorset Trustee Services Limited was the sole shareholder of Kiwi Investor Corporation from 31/05/07, when the company was incorporated, through to 4/05/11 when its 2001 annual return was filed. The 2012 Annual Return filed on 17/05/12 records Cousins and Smith as each holding 50% of the shares. No other document was filed prior to this documenting the transfer of shares. Dorset Trustee Services is directed by Cousins and Smith and both own 50% of the company shares.
FTG Securities, like FTG Trustee Services, Anthem and Dorset Trustee Services, has its registered office listed as Canterbury Legal Services Ltd, 256 Memorial Avenue, Burrnside, Christchurch 8053.
If the director of both FTG Securities Ltd and Gibbston, Ian Bruce Hymnan, or his agent(s), is found to have been involved in any way in the seizure/repossession of Gibbston assets, in breach of the stay issued by the High Court, the liquidator has a statutory duty to report this contempt of a court order.
The liquidator of Property Ventures Ltd (“PVL”), Mr Robert Bruce Walker, appears to have spent two years trying to collect the debt at considerable cost and found that it could not be accessed for the benefit of creditors because there is now a GSA (General Security Agreement) in the road. Walker was nominated as liquidator of PVL by the Commissioner of Inland Revenue but appointed by the High Court.
The Companies Office Records contain the 2006 Financial Accounts of PTL whose directors at the time included David Ian Henderson and Adolph de Roos. The records state that:
- 15,000.005 of mandatory convertible notes [MCN] were issued in August 2006 in final satisfaction of Gardez Investment Ltd. [Gardez was a property investment company controlled and part-owned by Henderson through his company Montpellier Group. More than 200 outside investors also owned part of Gardez after buying about $18.2 m of its securities in 2003. The money helped Gardez buy two properties, being offices at 280 Queen St in Auckland and a 7.8ha block of land at Frankton near Queenstown Airport, next to the block later known as “Hendo’s Hole”.] Source: http://www.stuff.co.nz/business/opinion-analysis/9816370/Blowing-in-the-wind
- 2,087,750 mandatory convertible notes will convert to ordinary shares on a one- to-one basis on 30/11/07
From the uploaded docs records:
135,555 ordinary shares were issued on 19/10/06 (notice uploaded 07/11/06)
11,900 ordinary shares were issued 21/02/06 (notice uploaded 07/03/06)
All up there were about 20 million MCNs issued by PVL in about 8 tranches, adding up to about $35 million. Most were issued upon the acquisition of Gardez Investments Ltd.
MCNs seem a very odd form of capital for a company that is cash strapped as there was an interest coupon attached which had to be.
The business links between bankrupt company director David Ian Henderson and his partner Kristina Louise Buxton, and Ian Bruce Hyndman and the directors of Canterbury Legal Services Ltd
Kristina Louise Buxton, David Ian Henderson’s partner, is listed as current sole director of SCV Limited which was incorporated on 21/09/09 and has its registered office listed as C/- Canterbury Legal, Level 1, Sol Square,Christchurch, 8011, New Zealand. Ms Buxton was appointed sole director on 01/12/10, the day Henderson resigned. Ms Buxton’s Consent and Certificate of Director form which she signed on 01/12/10, was completed by “Clive [John] Cousins (Cousins & Associates)”. It records her residential address as Unit 58, The Heritage, 98 Worcester Street, Christchurch, 8011, New Zealand, the same residential address used by Mr Henderson. On 1/08/12 Ms Buxton’s residential address was updated on the Companies Office website to Rafters Road, Gibbston Highway Rd8, Queenstown 9371, New Zealand. This address appears on the 2012 and 2013 annual returns.
SCV Limited is owned by Trans-Tasman Trustee Services Ltd which is directed by Clive John Cousins and Grant William Smith who each own 50% of the shares. The registered office and address for service for both companies is Canterbury Legal Services Ltd, 256 Memorial Avenue, Burnside, Christchurch, 8053, New Zealand. Trans-Tasman Trustee Services has been a non-active entity for the last six years based on its directors’ online declarations.
Kristina Louise Buxton is listed as current sole director of AFB Treasury Limited, which has its registered office as Canterbury Legal Services Ltd, 256 Memorial Avenue, Burnside, Christchurch, 8053, New Zealand. Its sole shareholder is FTG Trustee Services Limited (referred to above) of which she is sole director and which is owned by her partner, bankrupt property developer, David Ian Henderson. Buxton was appointed sole director on 15/11/10 and Henderson resigned shortly afterwards on 01/12/10. He was sole director from 19/08/03 to 14/11/10. Canterbury Legal Services filed the 2013 annual return for AFB Treasury on 13/09/13 and Ms Buxton’s residential address was incorrectly recorded as Unit 58, The Heritage, 98 Worcester Street, Christchurch, 8011. Similarly the 2012 annual return filed on 22/02/13 contains the same error (At the time Ms Buxton was residing at on Gibbston Highway Rd8 Queenstown from 01/08/12 see above).
Kristina Louise Buxton is listed as current sole director of Tomanovich Investments Ltd which was incorporated on 10 May 2013 and has its registered office listed as Canterbury Legal Services Ltd, Sol Square, Lichfield Street, 8011. Its business activity is listed as “Grape growing”. Ms Buxton, appointed director on 10/05/13, is listed as residing at Rafters Road, Gibbston Highway, Rd 8, Queenstown, 9371, New Zealand. Tomanovich Investments is owned by Trans-Tasman Trustee Services Ltd directed by Clive John Cousins and Grant William Smith. (As noted above, they each hold 50% of the shares).
Kristina Louise Buxton is listed as current sole director of A Dog’s Show Limited which was incorporated on 24/06/08 and has its registered office as Canterbury Legal Services Ltd, 256 Memorial Avenue, Burnside, Christchurch, 8053. Ms Buxton was appointed director on 28/11/11 on the same day Henderson resigned (until then been its sole director from 26/06/08). A Dog’s Show is owned by FTG Trustee Services Ltd which as noted above is owned by bankrupt David Ian Henderson, Buxton’s partner.
Kristina Louise Buxton was sole director of Minx Limited which is shortly to be struck off the Register of Companies. Public notice has been given by the Registrar and the objection period has lapsed. This company was directed from 7/10/04 to 24/01/12 by David Ian Henderson. Ms Buxton, his partner was appointed as sole director on 07/10/04 shortly before Henderson resigned. Minx was owned by Atlas Food and Beverage Ltd (Struck off) [formerly Hospitality Ventures Ltd] and was directed by David Ian Henderson from 28/09/04 to 16/2/10. Ms Buxton was appointed as sole director on 2/12/10 shortly before Henderson resigned.
Kristina Louise Buxton is sole director of Equity Ventures Ltd which was incorporated on 9/10/03 and has its registered office at Canterbury Legal Services Ltd, 256 Memorial Avenue, Burnside, Christchurch, 8053, New Zealand. Ms Buxton was appointed sole director on 28/11/11 on the same day Henderson resigned. He had been director since 9/10/03 prior to this. Equity Ventures is owned by FTG Trustee Services Ltd which is owned by bankrupt David Ian Henderson. The 2012 annual return for Equity Ventures, filed on 10/06/12 records Ms Buxton’s residential address as Rafters Road, Rd 8, Gibbston Highway, Gibbston Valley, Queenstown, 9371, New Zealand
Attempts to dismiss the liquidator of Gibbston Water Services Ltd by Ms Buxton, Mr Hyndman and Canterbury Legal Services Ltd
Kristina Louise Buxton is sole director of Gibbston Water Services Ltd which was incorporated on 20/04/01 and is owned today by Castlereagh Properties Ltd, (formerly Direct Factory Shopping Limited until 29 Nov 2006), currently directed by Ian Bruce Hyndman, Henderson’s business colleague. Castlereagh is currently owned by FTG Trustee Services Ltd which is owned by Henderson. From 2003 until early 2011 Castlereagh Properties was owned by Henderson but on 11/03/11 Henderson registered the transfer of all the shares to FTG Trustee Services Ltd.
Kristina Louise Buxton was appointed director of Gibbston Water Services on 06/12/10 soon after Henderson resigned on 01/12/10 (he was appointed on 15/05/08).
A High Court judgment by Associate Judge Osborne [ref. 2] , issued on 28 February 2014, dealt with an interlocutory (discovery) application made by Gibbston Water Services, Castlereagh Properties, Kristina Louise Buxton and Canterbury Legal Services (these parties were referred to by Osborne J. as “the applicants”, and the liquidator of Gibbston Water Holdings, Robert Bruce Walker, as “the respondent”). Paragraphs 4-5 and 7 state:
 Until 24/08/11 Gibbston Water Holdings Ltd held all shares in Gibbston Water Services Ltd, in turn owned water rights which had been granted by Otago Regional Council. On 24 August 2011 Water Holdings by its director Kristina Louise Buxton, transferred its shares in Water Services to Castlereagh Properties Ltd for $1. Castleleigh executed the transfer agreement through its director Ian Hyndman. All of these companies were associated in some way with David Henderson as part of or connected to his Property Ventures group. Ms Buxton and Mr Hyndman were respectively the partner and a business associate of Mr Henderson.
 Mr Walker upon the liquidation of Water Holdings enquired into the share transaction. He then gave notice to Ms Buxton and My Hyndman [director of Castlereagh that he was avoiding the share transaction pursuant to s 141(1) Companies Act 1993….
 The liquidator sought records relating to the water rights and transactions affecting the water rights from Ms Buxton and Castlereagh.
The four applicants including Katrina Buxton and Canterbury Legal Services Ltd failed in their interlocutory application directed at obtaining documents from Walker – the liquidator, which they intended to use, according to Walker’s lawyer, to mount a case to have him (Walker) replaced as liquidator. The application was “dismissed in its entirety” by Osborne J. [par. 60].
In an earlier proceeding, Walker had sought to void the 24 August 2011 share transaction which Ms Buxton, as director of Gibbston Water Holdings, had failed to provide evidence for. Mr Grant Smith, a director of Canterbury Legal, who had given responses on behalf of Ms Buxton and Castlereagh, had challenged the validity of the liquidator’s appointment, the purported avoidance of the 24 August 2011 transaction , and the liquidator’s failure to recognise Canterbury Legal Services as a creditor of Water Holdings. (Canterbury Legal Services Ltd had acted he claimed for Water Holdings and Water Services on 24 August 2011 transactions).
Osborne J. stated in his 28 February 2014 judgment:
 By judgment dated 7 November 2013, I held the liquidation of Water Holdings was valid, that the liquidator had been justified in not accepting the proof of debts of Canterbury Legal Services Ltd and that the liquidator had validly dispensed with the holding of a meeting of creditors of Water Holdings.
The only possible reason it appears that Mr Smith of Canterbury Legal Services Ltd made a belated claim for fees for the transfer of an an asset on 24 August 2011 for $1, [the claim itself is preposterous] was so his company, as the only known creditor, would have the right to vote at a creditors’ meeting, enabling him to remove Walker as liquidator. Osborne J. accepted that Walker was right to reject this “debt claim” which lacked documentation. Buxton had failed to provide it and Walker, acting as liquidator, was within his rights to not hold a creditors’ meeting.
Canterbury Legal Services Ltd has filed an appeal against that part of the judgment concerning its proof of debt and the creditors’ meeting for Water Holdings. This in extraordinary given that the debt is very unlikely to be more than $1,000! It would appear that Canterbury Legal is involved in a serious conflict of interests in that its attempts to have the debt recognised by a court, cannot be considered independent of its ulterior purposes (in representing Ms Buxton and Castlereagh) to reinstate a creditors’ meeting, which is critical if Ms Buxton and Mr Hyndman (director of Castlereagh) are to be able to oust Walker as liquidator. Behind all this lies the apparent overarching shadowy influence of David Ian Henderson, Buxton’s partner. Henderson, as noted, is former director of Gibbston Water Holdings and Castlereagh Properties. Both companies are owned by FTG Trustee Services Ltd which Henderson owns.
More Companies directed by Kristina Louise Buxton
Kristina Louise Buxton is listed as sole director of Mulgrave Investments Ltd which was incorporated on 14/09/00, the date she was appointed. Ms Buxton is the sole shareholder and she records her residential address as shareholder as “PO Box 1066, Christchurch”. This is not a residential address as required by the Companies Act 1993. Ms Buxton was appointed sole director of Gibbston Water Services on 06/12/10 shortly after David Henderson resigned on 01/12/10. He had served as director since 15/05/08.
Anthem Vineyards Ltd was incorporated on 27/02/98 and David Ian Henderson was appointed director on 06/11/02. He resigned on 01/12/10 and Ian Bruce Hyndman was appointed as director on the same day. (Kristina Louise Buxton served as director from 1/10/01 to 31/01/03). Anthem Vineyards, which has its registered office listed as Canterbury Legal Services Ltd, 256 Memorial Avenue, Burnside, Christchurch, 8053, New Zealand, is owned by FTG Trustee Services Ltd which is owned by David Ian Henderson.
Kristina Louise Buxton was appointed sole director of Five Mile Township Limited on 28/11/11 the day her partner David Ian Henderson resigned (he was appointed on 29/07/08). It was incorporated on 29 July 2008, is owned by Trans-Tasman Trustee Services Limited and has its registered office listed as Canterbury Legal Services Ltd, 256 Memorial Avenue, Burnside, Christchurch, 8053, New Zealand.
Kristina Louise Buxton was appointed director of Naval Limited on 3/08/01 and remains its sole director. The Registrar has issued a Public Notice that it will be struck off the register and the objection period has now lapsed. Buxton was appointed director on the same day Henderson resigned (he was appointed on 18/10/02). Clive John Cousins served as director from 14/01/02 to 01/07/03. The company is 50% owned by FTG Trustee Services Ltd and 50% by Ronald Ernest Wheatly of Fendalton, Christchurch.
Kristina Louise Buxton was appointed director of Piripai Seaside Village Limited on 1/12/10 on the same day Henderson resigned. The company is owned by FTG Trustee Services Ltd and is soon to be struck off the register. Henderson was director from 21/11/07 to 01/12/10.
Kristina Louise Buxton is listed as sole director of Spinach Design Limited which has its registered office listed as Unit 58 The Heritage, 98 Worcester Street, Christchurch, New Zealand. It was incorporated on 16/03/06 and has one current shareholder BSB Designs Ltd listed on the Companies Office website. However BBS Designs was struck off the register on 16 June 2013 and Buxton would have known this as she was its sole director from 16/03/06 to 16/06/13. Why then did an “authorised person” from “Canterbury Legal (Canterbury Legal Services Ltd) P) Box 22 115 Christchurch 8142” file the 2014 annual return for Spinach Design on 24/03/14, listing BSB Designs as a current shareholder of Spinach Design?
Kristina Louise Buxton informed the High Court in Christchurch on 12 November 2012 that Spinach Design was incorporated for her own business purposes in 2006, with the intention of undertaking the interior design work for the bars and restaurants in the SOL Square hospitality precinct in Christchurch. Ms Buxton said she has a diploma in interior design from London. She said that Spinach Design did not ultimately receive any payments for such services. [ref. 3. Par. 16]
The liquidator for Property Ventures Mr Robert Bruce Walker was able to produce a bank record in court dated 12 May 2009 which showed that PVL had made a payment of $12,206.25 to Spinach Design. Pursuant to s. 261 of the Companies Act 1993 he had requested three categories of information as follows:
- A description of Ms Buxton’s relationship with the Company
- All records and documents that support the payment of $12,206.25 made to Ms Buxton by the Company on 12 May 2009.
- Any other information that is relevant to the liquidator’s understanding of the Company’s affairs. [ref. 3 par. 20]
The Court was informed that he had received no response to any of these requests. He then sent Spinach Design (through Ms Buxton) a letter making immediate demand for the $12,206.25. He took the view that as there was no record of Spinach Design being a creditor of PVL the monies appeared to have been an unsecured advance. He therefore discounted the other option available to him which was to seek repayment as an insolvent transaction. He issued a statutory demand to Spinach Design.
Associate Judge Osborne ruled that “The single banking record available confirms that the money was paid by Property Ventures to Spinach Design as asserted by the liquidator.”
Spinach Design Ltd – The “sanctuary for hiding money”
A series of emails between PVL’s in-house accountant Ying Hu, and its business development manager Daniel Godden and David Ian Henderson, was presented to the High Court by the liquidator. It led the judge to focus on the liquidator’s “considerable concern” over the evidence that Spinach Design was being used as a “sanctuary for hiding money” (Daniel Godden’s words). The Judge used this quote as his heading for pars. 25-39 of his judgment [ref. 3].
Associate Judge Osborne wrote:
‘The subject of all emails is “Spinach”. Having regard to the timing of the exchange concerning Spinach (one week before the payment by Property Ventures to Spinach) the available evidence is that the purpose of the payment to Spinach being discussed was to place Property Venture’s money with Spinach Design.” [ref. 3 Par. 33]
“… Mr Godden does not directly explain his 5 May 2009 email reference to Spinach as ‘my last sanctuary for hiding money’. [ref. 3 Par. 39]
Spinach Design Ltd – “a clearing house for making payments on behalf of other companies”.
Kristin Louise Buxton asserted in her company’s defence that “the Spinach account was being used as a clearing house for making payments on behalf of other parties” and that the reference made by Mr Godden in his email to “hiding money” is a reference to hiding it from Mr Henderson.” The judge dismissed this latter explanation as “unattributed hearsay”. Godden in an affidavit submitted to the Court tried to explain his 5 May email (see above) and wrote: “… the Spinach account was being used as a clearing account for payment to other companies, in this case Minx Limited.” [Note: Minx Limited was directed from 7/10/04 to 24/01/12 by David Ian Henderson who appointed his partner Ms Buxton as sole director on 07/10/04 shortly before he resigned. See above].
In his decision Osborne J. set aside the application by Spinach Design to set aside the liquidator’s statutory demand dated 13 June 2012 [ref. 3]
Kristina Louise Buxton is listed as sole director of The Cardrona Cattle Company Ltd which was incorporated on 12 March 2010 and has its registered office listed as 110 Lichfield Street, Christchurch Central, Christchurch, 8011, New Zealand. She was appointed director on 28/11/11 on the same day as Henderson resigned as its sole director. The company is owned by FTG Trustee Services Ltd which is owned by David Henderson.
It is truly staggering that a bankrupt company director David Ian Henderson owns FTG Trustee Services Ltd which owns such a vast range of registered companies that are now directed either by his partner Kristina Louise Buxton or his business associate Ian Bruce Hyndman. Furthermore, it is truly remarkable that the one company directed by Buxton, of which Henderson has never been a director or owned shares, is the one that was identified in the High Court in her testimony to be “a clearing house for making payments on behalf of other companies” and referred to by Property Ventures Ltd business development manager Daniel Godden as a “sanctuary for hiding money”.
What exactly was the role of two directors of Canterbury Legal Services Ltd – Clive John Cousins and Grant William Smith – in an unsuccessful interlocutory application opposing a “discovery application” [see ref. 2 below] made by the Robert Bruce Walker – liquidator of Gibbston Water Holdings Ltd (In liq)? Canterbury Legal was one of four respondents opposing the liquidator, along with respondents Kristina Louise Buxton (third respondent), Gibbston Water Services Ltd (directed by Buxton) and Castlereagh Properties Ltd (directed by Ian Bruce Hyndman).
- Judgment of Associate Judge Osborne [as to application of stay of liquidation proceedings] Property Ventures Ltd (In receivership and liquidation) v. Gibbston Downs Wines Ltd v.  NZHC 3592. Hearing 11 April 2013. Judgment 16 April 2013.
- Judgment of Associate Judge Osborne [on discovery application]. Robert Bruce Walker v. Gibbston Water Services Ltd and Castlereagh Properties Ltd and Kristina Louise Buxton and Canterbury Legal Services Ltd. Hearing 12 February 2014. Judgment 28 February 2014. Par. 4. CIV-2012-409-002834  NZHC 330; See also Judgement of Associate Judge Osborne on Liquidator’s Companies Act application. Robert Bruce Walker v. Gibbston Water Services Ltd and Castlereagh Properties Ltd and Kristina Louise Buxton and Canterbury Legal Services Ltd. Hearing 16 September 2013. Judgment 7 November 2013. CIV – 2012 409-002834  NZHC 2933.
- Judgment of Associate Judge Osborne [as to setting aside a statutory demand] Spinach Design Ltd v. Property Ventures CIV-2012-409-001605  NZHC 3594. Hearing 12 November 2012. Judgment 21 December 2012
In addition to having filing requirements with the Companies Office, the Companies Act 1993 requires every company to keep and maintain certain records:
- Company records (described in section 189);
- Share register (described in section 87); and
- Accounting records (described in section 194).