ARRANMORE DEVELOPMENTS LTD V ZEELAND DEVELOPMENTS LTD HC AK CIV-2009-404-004342

ARRANMORE DEVELOPMENTS LTD V ZEELAND DEVELOPMENTS LTD HC AK CIV-2009-404-004342

Specific performance granted because alleged misrepresentations by agents about completion of seven schools and rapid completion of town centre were implausible as to Zeeland and did not amount to a tenable defence; for three individual purchasers (Avirappattu, Chaudhary, Narayan) representations that construction of the town centre would start by a particular date were arguable but did not give a right to cancel under s7(4) (not essential nor substantially reduce contractual benefit), so specific performance is ordered subject to security of $26,500 each to preserve purchasers' arguable damages claims by way of equitable set-off pending final determination.

Citation
openlaw-0413901e_df0f_4780_ac75_feff811bd520.pdf
Parties
Plaintiff: Arranmore Developments Ltd; Defendant: Zeeland Developments Ltd; Defendant: Jaison Paul Avirappattu; Defendant: Akhil Chaudhary; Defendant: Shane Anjay Narayan
Court
High Court
Jurisdiction
New Zealand
Judgment Date
19 May 2010
Procedural Posture
Civil – Summary Judgment Application Seeking Specific Performance / Summary Judgment Hearing; Judgment Delivered 19 May 2010
Outcome
Specific performance granted in part; plaintiff entitled to enforce sale agreements subject to security for purchasers' misrepresentation claims and costs order against Zeeland
Legal Topics
Specific Performance, Misrepresentation, Equitable Set Off, Assignment of Contracts, Summary Judgment, Contractual Remedies Act S7 Essentiality, Fair Trading Act Ss9, 14, 43 Remedies, Vicarious Liability
Contract Law Equity Property Law Civil Procedure Statutory Remedies (fair Trading Act) Specific Performance Misrepresentation Equitable Set Off +5 more

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Parties

Arranmore Developments Ltd

Plaintiff

Zeeland Developments Ltd

Defendant

Jaison Paul Avirappattu

Defendant

Akhil Chaudhary

Defendant

Shane Anjay Narayan

Defendant

Procedural Posture

Civil – Summary Judgment Application Seeking Specific Performance / Summary Judgment Hearing; Judgment Delivered 19 May 2010

Legal Issues

  1. 1 Whether defendants have a tenable defence to specific performance based on alleged misrepresentations by agents
  2. 2 Whether alleged representations about timing of schools and town centre gave right to cancel under Contractual Remedies Act s7(4)
  3. 3 Whether assignee (Arranmore) is liable under Fair Trading Act for misrepresentations made by assignor's agents and whether s43 remedies can be applied against an innocent assignee

Ratio Decidendi

Specific performance granted because alleged misrepresentations by agents about completion of seven schools and rapid completion of town centre were implausible as to Zeeland and did not amount to a tenable defence; for three individual purchasers (Avirappattu, Chaudhary, Narayan) representations that construction of the town centre would start by a particular date were arguable but did not give a right to cancel under s7(4) (not essential nor substantially reduce contractual benefit), so specific performance is ordered subject to security of $26,500 each to preserve purchasers' arguable damages claims by way of equitable set-off pending final determination.

Court Disposition

Specific performance granted in part; plaintiff entitled to enforce sale agreements subject to security for purchasers' misrepresentation claims and costs order against Zeeland

Orders

  • Zeeland Developments Ltd ordered to perform agreements of 10 December 2007 for Lots 8,10,11,12,13,14,15,16 and 17 at $339,000 each
  • Order that Jaison Paul Avirappattu perform agreement dated 10 December 2007 for Lot 20 for $299,000, subject to $26,500 being secured to await outcome of his misrepresentation claim