BOOTH v POPLAR ROAD FARMS LIMITED [2019] NZHC 807

BOOTH v POPLAR ROAD FARMS LIMITED [2019] NZHC 807

The plaintiff proved the requisite common continuing intention that the deed record the residuary purchase-price debt owed to Ray Booth, that both parties relied on the accountant's calculation which was mistaken, and independent expert evidence established the true amount; accordingly the deed of debt was rectified to record $1,579,134.94 and a declaration was granted that PRF owes that sum on the deed's terms.

Citation
[2019] NZHC 807
Parties
First Plaintiff: Ray Charles Booth; Second Plaintiffs: Ray Charles Booth and Ann Booth; First Defendant: Poplar Road Farms Limited; Second Defendant: Jason Booth; Third Defendant: Tania Booth
Court
High Court
Jurisdiction
New Zealand
Judgment Date
12 April 2019
Procedural Posture
Civil Rectification of Deed of Debt / Formal Proof Hearing; Judgment Delivered
Outcome
Rectification granted; declaration granted; costs reserved
Legal Topics
Rectification, Deed of Debt, Mistake, Admissibility of Evidence From Related Proceedings, Derivative Action (s165 Companies Act 1993), Costs
Equity Contract Company Law Family Law Property Law Civil Procedure Rectification Deed of Debt +4 more

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Parties

Ray Charles Booth

First Plaintiff

Ray Charles Booth and Ann Booth

Second Plaintiffs

Poplar Road Farms Limited

First Defendant

Jason Booth

Second Defendant

Tania Booth

Third Defendant

Procedural Posture

Civil Rectification of Deed of Debt / Formal Proof Hearing; Judgment Delivered

Legal Issues

  1. 1 Whether the deed of debt should be rectified to record the true debt amount payable by Poplar Road Farms Ltd to Ray Booth
  2. 2 Whether selected affidavits filed in a related Property (Relationships) Act proceeding could be admitted in the rectification proceeding
  3. 3 Application of the Swainland principles for rectification where an accountant's error produced the incorrect figure

Ratio Decidendi

The plaintiff proved the requisite common continuing intention that the deed record the residuary purchase-price debt owed to Ray Booth, that both parties relied on the accountant's calculation which was mistaken, and independent expert evidence established the true amount; accordingly the deed of debt was rectified to record $1,579,134.94 and a declaration was granted that PRF owes that sum on the deed's terms.

Court Disposition

Rectification granted; declaration granted; costs reserved

Orders

  • Deed of debt dated 1 November 2011 is rectified so that the amount owing is recorded as $1,579,134.94.
  • Declaration that Poplar Road Farms Limited owes the first plaintiff the sum of $1,579,134.94 on the terms of the deed of debt dated 1 November 2011.