MB Technology Ltd v Orbis Blockchain Technologies Ltd - [2025] NZHC 1012

Plaintiff company seeking to have its name entered on the first defendant's share register, because of its payments under share subscription and transfer agreements respectively with the first defendant and two of its shareholders, the fifth and sixth defendants. And it sought compensation in a proportionate amount of dividends subsequently paid to shareholders, plus interest. Alternatively it sought damages for the defendant's breach of the agreements. It also sought damages on the ground its investment was obtained by misleading and deceptive conduct by the first defendant. It also sought transfer of some 113 bitcoin worth of cryptocurrency tokens issued by the fourth defendant company (related to the first) under a contended contract collateral to its investment in the first.

Held: The plaintiff company's name had been wrongly omitted from the first defendant's share register. Rectification of the share register ordered accordingly. Because compensation for dividends paid to shareholders only claimed against the first defendant, compensation or dividends received by the fifth and sixth defendants could not be awarded. However compensation could be awarded in respect of he shares under the subscription agreement, with interest. All other claims dismissed: the investment was not obtained by the conduct alleged, and there was no agreement as to the transfer of 113 bitcoin worth of tokens.