READING ENTERTAINMENT AUSTRALIA PTY LTD v AMP CAPITAL SHOPPING CENTRES PTY LTD [2017] NZHC 2337

READING ENTERTAINMENT AUSTRALIA PTY LTD v AMP CAPITAL SHOPPING CENTRES PTY LTD [2017] NZHC 2337

Defendants entitled to summary judgment because on the objective construction of the correspondence and documentary terms the parties did not intend to be bound until the respective boards had approved the Heads of Agreement; the June 21, 2016 letter did not create a binding lease, did not create an enforceable process contract to require defendants to produce an Agreement to Lease, and equitable estoppel/unconscionability were not established.

Citation
[2017] NZHC 2337
Parties
First Plaintiff: Reading Entertainment Australia Pty Ltd; Second Plaintiff: Reading New Zealand Limited; First Defendant: AMP Capital Shopping Centres Pty Limited; Second Defendant: AMP Capital Bayfair Pty Limited; Third Defendant: Tel Property Nominees Limited
Court
High Court
Jurisdiction
New Zealand
Judgment Date
31 October 2017
Procedural Posture
Civil Claim for Declaration of Enforceable Lease / Equitable Relief / Summary Judgment Application by Defendants; Judgment on Interlocutory Application
Legal Topics
Heads of Agreement, Process Contract, Conditions Precedent, Estoppel, Unconscionability, Agency and Authority, Statutory Formalities (writing), Summary Judgment
Contract Law Equity Property Law Civil Procedure Heads of Agreement Process Contract Conditions Precedent Estoppel +4 more

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Parties

Reading Entertainment Australia Pty Ltd

First Plaintiff

Reading New Zealand Limited

Second Plaintiff

AMP Capital Shopping Centres Pty Limited

First Defendant

AMP Capital Bayfair Pty Limited

Second Defendant

Tel Property Nominees Limited

Third Defendant

Procedural Posture

Civil Claim for Declaration of Enforceable Lease / Equitable Relief / Summary Judgment Application by Defendants; Judgment on Interlocutory Application

Legal Issues

  1. 1 Whether the amended Heads of Agreement and the June 21, 2016 letter created a binding agreement to lease the premises
  2. 2 Whether it would be unconscionable or estoppel prevents defendants from resiling from the amended Heads of Agreement
  3. 3 Whether a binding process contract existed obliging defendants to supply and negotiate an Agreement to Lease

Ratio Decidendi

Defendants entitled to summary judgment because on the objective construction of the correspondence and documentary terms the parties did not intend to be bound until the respective boards had approved the Heads of Agreement; the June 21, 2016 letter did not create a binding lease, did not create an enforceable process contract to require defendants to produce an Agreement to Lease, and equitable estoppel/unconscionability were not established.