GOLDRIDGE ESTATE VINEYARDS 3552 LIMITED AND ANOR V KAKARA ESTATE LIMITED AND ANOR HC AK CIV 2010-404-002838

GOLDRIDGE ESTATE VINEYARDS 3552 LIMITED AND ANOR V KAKARA ESTATE LIMITED AND ANOR HC AK CIV 2010-404-002838

There is a serious question to be tried; on a plain reading and in commercial context clause 2.6 does not create a discrete right to terminate the vineyard management agreements simply because no notice was given by the commencement date — termination rights arise when the right of first refusal has lapsed; the balance of convenience (including likely harm to third parties) favours plaintiffs; an interim injunction restraining reliance on the 17 February 2010 termination letters was granted, conditional on undertakings as to damages.

Citation
openlaw-72c85f20_5ec5_4be5_a2b6_6e4d9de5b943.pdf
Parties
First Plaintiff: Goldridge Estate Vineyards 3552 Limited; Second Plaintiff: Goldridge Estate Vineyards 4334 Limited; First Defendant: Kakara Estate Limited; Second Defendant: Weta Estate Limited
Court
High Court
Jurisdiction
New Zealand
Judgment Date
3 August 2010
Procedural Posture
Civil: Interim Injunction Application / Interlocutory (application for Interim Injunction)
Outcome
Interim injunction granted in part in favour of the plaintiffs
Legal Topics
Contract Interpretation, Right of First Refusal, Termination Clause, Balance of Convenience, Rectification, Privity of Contract, Pre Contractual Negotiations as Interpretive Aid
Contract Law Equity Interim Injunctions Commercial Law Property Law Contract Interpretation Right of First Refusal Termination Clause +4 more

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Parties

Goldridge Estate Vineyards 3552 Limited

First Plaintiff

Goldridge Estate Vineyards 4334 Limited

Second Plaintiff

Kakara Estate Limited

First Defendant

Weta Estate Limited

Second Defendant

Procedural Posture

Civil: Interim Injunction Application / Interlocutory (application for Interim Injunction)

Legal Issues

  1. 1 Whether clause 2.6 of the grape supply agreements confers a discrete right on the owners to terminate the vineyard management agreements
  2. 2 Whether the owners were entitled to rely on clause 2.6 in the circumstances (i.e. no notice given by commencement date)
  3. 3 Whether damages are an adequate remedy and where the balance of convenience lies

Ratio Decidendi

There is a serious question to be tried; on a plain reading and in commercial context clause 2.6 does not create a discrete right to terminate the vineyard management agreements simply because no notice was given by the commencement date — termination rights arise when the right of first refusal has lapsed; the balance of convenience (including likely harm to third parties) favours plaintiffs; an interim injunction restraining reliance on the 17 February 2010 termination letters was granted, conditional on undertakings as to damages.

Court Disposition

Interim injunction granted in part in favour of the plaintiffs

Orders

  • Interim injunction precluding Kakara Estate Limited and Weta Estate Limited from taking any steps in reliance on the letters dated 17 February 2010 to terminate or effect termination of the grape supply agreements and/or vineyard management agreements between the parties;
  • Order to remain in force pending further order of the Court;