CLOSUREPAC NZ LIMITED v WS 2014 LIMITED [2015] NZHC 1587

CLOSUREPAC NZ LIMITED v WS 2014 LIMITED [2015] NZHC 1587

The Court found the alleged oral representations were not established and the statements in the Memorandum were either not false when read in context or were effectively corrected/qualified and put the purchaser on inquiry. The Memorandum contained a clear non-reliance/disclaimer which, read as a whole, operated as...

Source-derived case information.

Citation
[2015] NZHC 1587
Parties
Plaintiff: Closurepac NZ Limited; First Defendant: WS 2014 Limited; Second Defendant: David Nigel Dale; Third Defendant: Janena Nene Corlett; Fourth Defendants: David Nigel Dale and Janena Nene Corlett
Court
High Court
Jurisdiction
New Zealand
Judgment Date
8 July 2015
Procedural Posture
Commercial Dispute Misrepresentation and Fair Trading / Judgment (final)
Outcome
Plaintiff's claims dismissed
Legal Topics
Misrepresentation, Misleading or Deceptive Conduct, Due Diligence, Disclaimer / Entire Agreement, Privity / Third Party Beneficiary
Contract Law Commercial Law Consumer Protection / Fair Trading Law Misrepresentation Misleading or Deceptive Conduct Due Diligence Disclaimer / Entire Agreement Privity / Third Party Beneficiary

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Summary, issues, holding and outcome

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Parties

Closurepac NZ Limited

Plaintiff

WS 2014 Limited

First Defendant

David Nigel Dale

Second Defendant

Janena Nene Corlett

Third Defendant

David Nigel Dale and Janena Nene Corlett

Fourth Defendants

Procedural Posture

Commercial Dispute Misrepresentation and Fair Trading / Judgment (final)

Legal Issues

  1. 1 Did the Information Memorandum contain actionable misrepresentations?
  2. 2 Were any oral representations made and actionable?
  3. 3 What is the legal effect of the disclaimer/non-reliance clause in the Memorandum?

Ratio Decidendi

The Court found the alleged oral representations were not established and the statements in the Memorandum were either not false when read in context or were effectively corrected/qualified and put the purchaser on inquiry. The Memorandum contained a clear non-reliance/disclaimer which, read as a whole, operated as an entire agreement provision; applying the statutory fairness test the disclaimer was conclusive in the commercial circumstances. The purchaser was not induced by actionable misrepresentations, causation for FTA damages failed, and the nominee plaintiff could not enforce pre-contractual representations it had not been shown to have received or relied upon. Accordingly the...

Court Disposition

Plaintiff's claims dismissed

Orders

  • Plaintiff's claims dismissed
  • If costs cannot be agreed, defendants to file a memorandum within 28 days and plaintiff to file any response within 14 days