IMAGE SERVICES LIMITED V TURFUS MOTOR COURT LIMITED AND ORS HC DUN CIV 2006-412-000992

IMAGE SERVICES LIMITED V TURFUS MOTOR COURT LIMITED AND ORS HC DUN CIV 2006-412-000992

The agreement was rectified to substitute the correct vendor parties (William Wallace Turfus and Michael Robert Turfus); the Court found breaches of numerous special conditions (pre-settlement reporting and advertising, stock obligation, failure to provide trade contacts and customer database, failure to mentor, and breach of restraint of trade), preferred the plaintiff's accounting expert on abatement of goodwill, and awarded the plaintiff $170,000 damages for loss of goodwill (representing failure of consideration) against the second and third defendants with interest; costs reserved.

Citation
openlaw-185269df_cc74_4d08_8799_78586f8ad6f4.pdf
Parties
Plaintiff: Image Services Limited; First Defendant: Turfus Motor Court Limited; Second Defendant: Michael Robert Turfus; Third Defendant: William Wallace Turfus
Court
High Court
Jurisdiction
New Zealand
Judgment Date
26 November 2008
Procedural Posture
Sale of Business / Contract (rectification and Damages) / Judgment (high Court)
Outcome
Judgment for plaintiff in part: agreement rectified and damages awarded against second and third defendants.
Legal Topics
Rectification, Breach of Contract, Goodwill Valuation, Restraint of Trade, Mentoring Obligation, Customer Database, Trade Contacts, Stock Obligation, Assessment of Damages, Interest, Costs
Contract Law Equity (rectification) Commercial Law Property Law Remedies (damages) Restraint of Trade Rectification Breach of Contract +8 more

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Parties

Image Services Limited

Plaintiff

Turfus Motor Court Limited

First Defendant

Michael Robert Turfus

Second Defendant

William Wallace Turfus

Third Defendant

Procedural Posture

Sale of Business / Contract (rectification and Damages) / Judgment (high Court)

Legal Issues

  1. 1 Whether the sale agreement required rectification to substitute the correct vendor parties and bind individuals
  2. 2 Whether the defendants breached pre-settlement, settlement and post-settlement special conditions (including advertising, monthly reporting, stock obligation, trade contacts, customer database, mentoring and restraint of trade)
  3. 3 Appropriate measure and quantum of damages including abatement of goodwill and avoidance of double counting

Ratio Decidendi

The agreement was rectified to substitute the correct vendor parties (William Wallace Turfus and Michael Robert Turfus); the Court found breaches of numerous special conditions (pre-settlement reporting and advertising, stock obligation, failure to provide trade contacts and customer database, failure to mentor, and breach of restraint of trade), preferred the plaintiff's accounting expert on abatement of goodwill, and awarded the plaintiff $170,000 damages for loss of goodwill (representing failure of consideration) against the second and third defendants with interest; costs reserved.

Court Disposition

Judgment for plaintiff in part: agreement rectified and damages awarded against second and third defendants.

Orders

  • Agreement rectified to substitute Vendor parties: William Wallace Turfus and Michael Robert Turfus and to replace references to 'Vendor' with 'Vendor parties'
  • Judgment entered for Image Services Limited against Michael Robert Turfus and William Wallace Turfus in the sum of NZD 170000 for damages for breach of contract