GOLDSMITH AND ORS V CARTER AND ORS HC TAU CIV-2010-470-281

GOLDSMITH AND ORS V CARTER AND ORS HC TAU CIV-2010-470-281

Although the agreement could be characterised as a joint venture in respect of developing two apartments, the High Court held it was not a general fiduciary relationship that could support implying a term obliging appellants to bear additional costs; such an implied term would contradict clear express contract terms (notably clause 16 obliging Riverglen to cause construction arrangements and fixing the $516,000 price), so the District Court's orders imposing initial cost obligations on appellants were set aside and the matter remitted for further proceedings.

Citation
openlaw-d2aefc5b_125c_4234_81c2_403aee0eec4a.pdf
Parties
Appellants: Edward James Goldsmith and Noeline Taurua as Trustees of the G & T Family Trust; First Respondents: Ian Kenneth Carter; HTT 2003 Limited; KPMG Financial Services Limited as Trustees of the Riverglen Family Trust; Second Respondent: Ian K Carter Limited; Third Respondent: Ian Kenneth Carter
Court
High Court
Jurisdiction
New Zealand
Judgment Date
21 December 2010
Procedural Posture
Civil Appeal From District Court (property/development; Specific Performance) / High Court Judgment on Appeal Delivered 21 December 2010
Outcome
Appeal allowed; District Court orders set aside; matter remitted to the District Court for further proceedings in accordance with this judgment
Legal Topics
Specific Performance, Joint Venture Characterization, Implied Contractual Terms, Good Faith and Cooperation, Variation of Contract, Allocation of Risk for Third Party Contractor, Taking of Accounts, Remedies
Contract Law Property Law Construction Law Equity and Fiduciary Law Trust Law Specific Performance Joint Venture Characterization Implied Contractual Terms +5 more

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Parties

Edward James Goldsmith and Noeline Taurua as Trustees of the G & T Family Trust

Appellants

Ian Kenneth Carter; HTT 2003 Limited; KPMG Financial Services Limited as Trustees of the Riverglen Family Trust

First Respondents

Ian K Carter Limited

Second Respondent

Ian Kenneth Carter

Third Respondent

Procedural Posture

Civil Appeal From District Court (property/development; Specific Performance) / High Court Judgment on Appeal Delivered 21 December 2010

Legal Issues

  1. 1 Whether the parties' agreement amounted to a joint venture
  2. 2 Whether fiduciary or general duties of loyalty arose imposing obligations to share extra costs and to cooperate beyond the written terms
  3. 3 Whether terms could be implied to require the appellants to meet additional costs or to take initial responsibility for completion

Ratio Decidendi

Although the agreement could be characterised as a joint venture in respect of developing two apartments, the High Court held it was not a general fiduciary relationship that could support implying a term obliging appellants to bear additional costs; such an implied term would contradict clear express contract terms (notably clause 16 obliging Riverglen to cause construction arrangements and fixing the $516,000 price), so the District Court's orders imposing initial cost obligations on appellants were set aside and the matter remitted for further proceedings.

Court Disposition

Appeal allowed; District Court orders set aside; matter remitted to the District Court for further proceedings in accordance with this judgment

Orders

  • Appeal allowed
  • District Court orders set aside