HARRIS AND JONES v GTV HOLDINGS LTD [2016] NZHC 3123

HARRIS AND JONES v GTV HOLDINGS LTD [2016] NZHC 3123

The HC2 Adjustment was interpreted according to its text and commercial context: 'Episodes Acquired' is satisfied by licences with a licence period start date on or before 30 June 2014 and 'full price' refers to market value rather than timing of receipt; no term was implied requiring licences to be on the parties' alleged 'usual terms'; the entire agreement clause and the parties' sophistication precluded implication based on pre-contractual negotiations; accordingly plaintiffs were entitled to the deferred payment of $554,720 plus contractual interest and all contractual and statutory counterclaims failed.

Citation
[2016] NZHC 3123
Parties
First Plaintiff: John Evan Harris; Second Plaintiff: Sarah Louise Jones; First Defendant: GTV Holdings Ltd; Second Defendant: Michael Alan Heinrich Cordell; Third Defendant: Nicholas Harvey Murray; Fourth Defendant: Greenstone TV Limited
Court
High Court
Jurisdiction
New Zealand
Judgment Date
19 December 2016
Procedural Posture
Share Sale and Purchase Dispute (contractual and Statutory Claims) / Final Judgment (high Court)
Outcome
Judgment for plaintiffs (Harris and Jones); defendants' counterclaims dismissed
Legal Topics
Contractual Interpretation, Price Adjustment Clause, Implied Terms, Entire Agreement Clause, Warranties on Sale of Shares, Caretaker Obligations, Fair Trading Act S9, Misleading or Deceptive Conduct, Remedies and Interest
Contract Law Company Law Commercial Law Statutory Consumer Protection Contractual Interpretation Price Adjustment Clause Implied Terms Entire Agreement Clause +5 more

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Parties

John Evan Harris

First Plaintiff

Sarah Louise Jones

Second Plaintiff

GTV Holdings Ltd

First Defendant

Michael Alan Heinrich Cordell

Second Defendant

Nicholas Harvey Murray

Third Defendant

Greenstone TV Limited

Fourth Defendant

Procedural Posture

Share Sale and Purchase Dispute (contractual and Statutory Claims) / Final Judgment (high Court)

Legal Issues

  1. 1 Interpretation of the Highway Cops 2 Adjustment clause (HC2 Adjustment)
  2. 2 Whether an implied term required licences to be on the parties' usual terms
  3. 3 Whether vendors breached caretaker period prohibitions and general warranties

Ratio Decidendi

The HC2 Adjustment was interpreted according to its text and commercial context: 'Episodes Acquired' is satisfied by licences with a licence period start date on or before 30 June 2014 and 'full price' refers to market value rather than timing of receipt; no term was implied requiring licences to be on the parties' alleged 'usual terms'; the entire agreement clause and the parties' sophistication precluded implication based on pre-contractual negotiations; accordingly plaintiffs were entitled to the deferred payment of $554,720 plus contractual interest and all contractual and statutory counterclaims failed.

Court Disposition

Judgment for plaintiffs (Harris and Jones); defendants' counterclaims dismissed

Orders

  • Judgment for the plaintiffs against the defendants in the sum of NZD 554720 being the outstanding deferred payment amount
  • Interest on the judgment debt at the contractual rate of 5 (five) percent per annum from 9 June 2014 until payment