BROWNSONS HOLDINGS (1999) LIMITED AND ORS V THE PLAZA PAKURANGA LIMITED AND ORS HC AK CIV 2004-404-1113

BROWNSONS HOLDINGS (1999) LIMITED AND ORS V THE PLAZA PAKURANGA LIMITED AND ORS HC AK CIV 2004-404-1113

The Court construed the foodcourt clause to apply only to Westfield malls redeveloped or built after the agreement (and specifically to the FC2 sites named); 'market related terms and conditions' meant the normal Westfield foodcourt leasing practice which assesses rent by intended food use, projected turnover and competing offers (not by a standard rent‑review averaging method); the standard lease amendments applied only to the substituted jewellery lease; applying those constructions Westfield breached the agreement only in respect of WestCity (offer not market‑related and failure to secure exclusivity) and otherwise fulfilled its obligations.

Citation
openlaw-0c9b9318_fb40_442e_ace9_371f00d2ae44.pdf
Parties
First Plaintiff: Brownsons Holdings (1999) Limited; Second Plaintiff: Brownsons Jewellers Onehunga (1998) Limited; Third Plaintiff: Mumbai Masala Limited; First Defendant: The Plaza Pakuranga Limited; Second Defendant: Westfield (NZ) Limited; Third Defendant: WestCity Shopping Centre Limited
Court
High Court
Jurisdiction
New Zealand
Judgment Date
4 August 2006
Procedural Posture
Contract Dispute (sale and Lease) With Fair Trading Act Claim / Final Judgment (trial)
Legal Topics
Contract Interpretation, Right of First Refusal, Foodcourt Tenancy Rent Setting, Exclusivity, Damages Quantification, Misrepresentation Under Fair Trading Act
Contract Law Commercial Leasing Property Law Competition/consumer Law Contract Interpretation Right of First Refusal Foodcourt Tenancy Rent Setting Exclusivity +2 more

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Parties

Brownsons Holdings (1999) Limited

First Plaintiff

Brownsons Jewellers Onehunga (1998) Limited

Second Plaintiff

Mumbai Masala Limited

Third Plaintiff

The Plaza Pakuranga Limited

First Defendant

Westfield (NZ) Limited

Second Defendant

WestCity Shopping Centre Limited

Third Defendant

Procedural Posture

Contract Dispute (sale and Lease) With Fair Trading Act Claim / Final Judgment (trial)

Legal Issues

  1. 1 Meaning of 'future redeveloped or developed' in foodcourt clause
  2. 2 Meaning of 'market related terms and conditions' for foodcourt leases
  3. 3 Whether amendments to standard lease applied to foodcourt leases or only jewellery lease

Ratio Decidendi

The Court construed the foodcourt clause to apply only to Westfield malls redeveloped or built after the agreement (and specifically to the FC2 sites named); 'market related terms and conditions' meant the normal Westfield foodcourt leasing practice which assesses rent by intended food use, projected turnover and competing offers (not by a standard rent‑review averaging method); the standard lease amendments applied only to the substituted jewellery lease; applying those constructions Westfield breached the agreement only in respect of WestCity (offer not market‑related and failure to secure exclusivity) and otherwise fulfilled its obligations.