Property developer Gregory Olliver fails to get three-year director ban overturned

Property developer Gregory Olliver's ban as a company director stands. Photo / NZME

Property developer Gregory Olliver has failed in his bid to have his ban as a company director overturned.

Olliver, who was barred from holding directorships or running companies for three years in an October 2021 High Court ruling, lost his Court of Appeal case against that decision in May.

Olliver was found to have deliberately structured a highly speculative attempt to rescue a subdivision development joint venture by using his other company, BBG Holdings Limited – where he was sole director at the time.

However, BBG was a shell company with no capital or existing business activities, the Court of Appeal said.

BBG had no assurance of support to enter into a contract to start work on the subdivision, which it had no legal title to. Instead, it had a contract to acquire part of that subdivision, which was conditional upon the removal of caveats.

That condition could not be fulfilled.

In dismissing Olliver’s appeal, Justices French, Palmer and Cooke said: “This case involves a reasonably clear case of mismanagement under s 385 [Companies Act 1993], essentially involving the abuse of corporate limited liability.”

Background

The issue goes back to a subdivision Olliver and his now ex-wife Sarah Sparks were undertaking in Auckland’s St Heliers in the early 2000s.

However, by 2009 Olliver faced bankruptcy proceedings. Olliver and Sparks created a joint venture between two trusts – one controlled by Olliver and the other controlled by Sparks.

As part of the joint venture, CIT Holdings Ltd (CIT) bought the properties in two tranches in early 2009, largely funded by BNZ.

But Olliver and Sparks’ relationship deteriorated and from February 2009, Olliver ceased to be a director of CIT. Sparks and a third party would remain as directors.

In 2011, a second tranche of properties was transferred to another trust controlled by Sparks without Olliver’s consent. Olliver brought proceedings against Sparks and the court ruled that CIT was entitled to have the second tranche of properties transferred back to it.

Sparks, through her trust, placed caveats on CIT’s titles over the properties.

In 2014, BBG entered into a sale and purchase agreement with CIT for seven of the properties for a total of $5,813,500. The agreement was conditional upon CIT procuring the withdrawal of caveats lodged by Sparks’ trust and the BNZ.

The High Court dismissed an application from CIT to remove the caveats lodged on behalf of Olliver’s former wife.

CIT was placed in liquidation in 2016, while BBG was placed in liquidation in 2019.

In 2021, the registrar of companies deemed Olliver a “risk to the public” for his mismanagement of the failed company, saying it had begun civil works on properties it didn’t own.

Vanessa Cook, acting national manager for the Criminal Proceeds Integrity and Enforcement (CPIE) team, said Olliver’s rescue plan for the stalled property development project by using his company BBG as a vehicle was flawed.

“BBG was a shell company with no capital or existing business activities,” Cook said.

“BBG went into liquidation when the attempt to rescue the development was unsuccessful.”