TAINUI DEVELOPMENTS LTD V BELLA'S TRUSTEE LTD AND ORS HC HAM CIV 2009-414-001582

TAINUI DEVELOPMENTS LTD V BELLA'S TRUSTEE LTD AND ORS HC HAM CIV 2009-414-001582

Court ordered specific performance under clause 17(d) requiring all parties to cooperate to facilitate and complete the orderly sale of the property and joint venture assets; court declined to determine on summary judgment whether the October 2008 payments of $177,245.64 were capital contributions, finding that issue requires trial; no order for further contributions to marketing costs because joint venture funds were available; leave reserved for further directions and supervision; costs reserved.

Citation
openlaw-46bb51b0_abea_4005_9ff3_49f342547748.pdf
Parties
Plaintiff: Tainui Development Limited; First Defendant: Bella's Trustee Limited; Second Defendant: Acuity Trustee Limited; Third Defendant: Jonathon Lindsay Spencer; Fourth Defendant: Steven John Douglas Hawkins; Fifth Defendant: Boat Harbour Venture Limited
Court
High Court
Jurisdiction
New Zealand
Judgment Date
24 June 2010
Procedural Posture
Civil Summary Judgment Application / Application Heard 22 June 2010; Reserved Judgment 24 June 2010; Interlocutory Orders Issued
Outcome
Specific performance granted in part to compel cooperation for sale; declaratory relief on status of $177,245.64 refused on summary judgment and reserved for trial; proceeding adjourned to case management conference; costs reserved.
Legal Topics
Specific Performance, Declaration, Joint Venture Agreement Interpretation, Capital Contributions, Management Committee Approval, Orders for Sale
Contract Equity Property Law Company Law Civil Procedure Specific Performance Declaration Joint Venture Agreement Interpretation +3 more

Case Brief

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Parties

Tainui Development Limited

Plaintiff

Bella's Trustee Limited

First Defendant

Acuity Trustee Limited

Second Defendant

Jonathon Lindsay Spencer

Third Defendant

Steven John Douglas Hawkins

Fourth Defendant

Boat Harbour Venture Limited

Fifth Defendant

Procedural Posture

Civil Summary Judgment Application / Application Heard 22 June 2010; Reserved Judgment 24 June 2010; Interlocutory Orders Issued

Legal Issues

  1. 1 Whether an order should be made requiring the first and second defendants to instruct the fifth defendant to take all actions necessary in connection with the sale of the property
  2. 2 Whether the terms of the joint venture agreement require the first and second defendants to contribute to the marketing costs of the sale of the property
  3. 3 Whether the October 2008 payment of $177,245.64 by the first and second defendants should be declared a capital contribution under the joint venture agreement and therefore subject to clause 11(b) priorities

Ratio Decidendi

Court ordered specific performance under clause 17(d) requiring all parties to cooperate to facilitate and complete the orderly sale of the property and joint venture assets; court declined to determine on summary judgment whether the October 2008 payments of $177,245.64 were capital contributions, finding that issue requires trial; no order for further contributions to marketing costs because joint venture funds were available; leave reserved for further directions and supervision; costs reserved.

Court Disposition

Specific performance granted in part to compel cooperation for sale; declaratory relief on status of $177,245.64 refused on summary judgment and reserved for trial; proceeding adjourned to case management conference; costs reserved.

Orders

  • Decree of specific performance requiring the plaintiff and first to fifth defendants to cooperate and do all things within their power to facilitate and complete the orderly sale of the subject property and any joint venture assets
  • Leave reserved to the parties to seek further orders or directions to implement the decree of specific performance