CLODE v SULLIVAN & ORS [2016] NZHC 1561

CLODE v SULLIVAN & ORS [2016] NZHC 1561

Plaintiff engaged in misleading or deceptive conduct in trade by representing that he and Synergy held valid proprietary IP rights under backdated PSAs and assignments which were shams; that misrepresentation induced defendant to enter the 3 July 2014 Settlement Agreement; on an objective construction of the negotiations and Agreement the Agreement included transfer of Unit 80 to plaintiff at no cost; defendant lawfully cancelled the Agreement under the Contractual Remedies Act and, under the Fair Trading Act, the Agreement is void from 3 July 2014 and plaintiff must refund $150,000 with interest.

Citation
[2016] NZHC 1561
Parties
First Plaintiff: Brent Douglas Clode; Second Plaintiff: Synergy Management Limited; First Defendants: Michael Grant Sullivan and Duthco Trustees (Sullivan) Limited as trustees of the Sullivan Family Trust No 1; Second Defendant: David Robert Jans; Third Defendant: Thompson Park Trust Limited as trustee of the Thompson Park Trust
Court
High Court
Jurisdiction
New Zealand
Judgment Date
8 July 2016
Procedural Posture
Civil (contract and Property) / High Court Judgment on Liability and Remedies
Outcome
Plaintiffs' claims dismissed; Settlement Agreement void from 3 July 2014; plaintiffs ordered to repay $150,000 plus interest; costs awarded to defendants
Legal Topics
Misrepresentation, Repudiation, Contractual Interpretation, Rectification, Cancellation, Remedies, Fair Trading Act S9 and S43
Contract Law Property Law Equity Commercial Law Consumer Protection Misrepresentation Repudiation Contractual Interpretation +4 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Legal principles 6 Authorities cited 12 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

Brent Douglas Clode

First Plaintiff

Synergy Management Limited

Second Plaintiff

Michael Grant Sullivan and Duthco Trustees (Sullivan) Limited as trustees of the Sullivan Family Trust No 1

First Defendants

David Robert Jans

Second Defendant

Thompson Park Trust Limited as trustee of the Thompson Park Trust

Third Defendant

Procedural Posture

Civil (contract and Property) / High Court Judgment on Liability and Remedies

Legal Issues

  1. 1 Did plaintiff mislead defendant into entering the Settlement Agreement?
  2. 2 Did the Agreement include transfer of Unit 80 at no cost?
  3. 3 Was the Agreement validly cancelled and if so by whom?

Ratio Decidendi

Plaintiff engaged in misleading or deceptive conduct in trade by representing that he and Synergy held valid proprietary IP rights under backdated PSAs and assignments which were shams; that misrepresentation induced defendant to enter the 3 July 2014 Settlement Agreement; on an objective construction of the negotiations and Agreement the Agreement included transfer of Unit 80 to plaintiff at no cost; defendant lawfully cancelled the Agreement under the Contractual Remedies Act and, under the Fair Trading Act, the Agreement is void from 3 July 2014 and plaintiff must refund $150,000 with interest.

Court Disposition

Plaintiffs' claims dismissed; Settlement Agreement void from 3 July 2014; plaintiffs ordered to repay $150,000 plus interest; costs awarded to defendants

Orders

  • The Settlement Agreement dated 3 July 2014 is void and was void from 3 July 2014 (pursuant to Fair Trading Act remedies)
  • The plaintiffs must pay the first defendants $150000 together with interest on that sum from 4 July 2014 in accordance with the Judicature Act 1908