UNION HOUSE LIMITED And UNION HOUSE LEASE LIMITED V AUCKLAND CITY COUNCIL SC SC CIV 11/2004
The Court granted leave and framed the determinative issues: whether the confidentiality clause implied non-assignability (absolutely or only if assignment would breach confidentiality), whether breach of any implied term rendered the assignment ineffective, and whether Union Steamship breached the confidentiality...
Source-derived case information.
- Citation
- openlaw-e4d39811_5bac_4341_a995_84fb05dad006.pdf
- Parties
- Applicant: Union House Limited and Union House Lease Limited; Respondent: Auckland City Council
- Court
- Supreme Court
- Jurisdiction
- New Zealand
- Judgment Date
- 15 December 2004
- Procedural Posture
- Civil Appeal to Supreme Court (leave Application) / Leave Granted; Grounds for Appeal and Cross Appeal Framed
- Outcome
- Leave applications granted; questions for appeal and cross-appeal approved and security for costs ordered
- Legal Topics
- Confidentiality Clause, Assignment of Contract, Implied Terms, Breach of Contract, Effectiveness of Assignment
Source-derived case record
Summary, issues, holding and outcome
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Parties
Union House Limited and Union House Lease Limited
Applicant
Auckland City Council
Respondent
Procedural Posture
Civil Appeal to Supreme Court (leave Application) / Leave Granted; Grounds for Appeal and Cross Appeal Framed
Legal Issues
- 1 Whether a confidentiality clause in the contract between Union Steamship and Auckland City Council meant by necessary implication the contract was not assignable without the Council's consent either absolutely or only if assignment would breach confidentiality
- 2 If the implied provision was breached, whether the assignment was ineffective
- 3 Whether on the material before it Union Steamship breached the confidentiality clause by disclosure
Ratio Decidendi
The Court granted leave and framed the determinative issues: whether the confidentiality clause implied non-assignability (absolutely or only if assignment would breach confidentiality), whether breach of any implied term rendered the assignment ineffective, and whether Union Steamship breached the confidentiality clause by disclosure; the Court ordered security for costs of $7,500.
Court Disposition
Leave applications granted; questions for appeal and cross-appeal approved and security for costs ordered
Orders
- Leave to appeal and cross-appeal granted
- Approved grounds for appeal and cross-appeal limited to the questions set out in the Minute (issues A(i), A(ii), B and C)
Full Case Text
Judgment text and source record
1 paragraphs
UNION HOUSE LIMITED And UNION HOUSE LEASE LIMITED V AUCKLAND CITY COUNCIL SC SC CIV 11/2004 15 December 2004IN THE SUPREME COURT OF NEW ZEALAND SC CIV 11/2004BETWEEN UNION HOUSE LIMITED AND UNION HOUSE LEASE LIMITED Applicant AND AUCKLAND CITY COUNCIL Respondent Hearing: 15 December 2004 Court: Blanchard and Tipping JJ Counsel: R B Stewart QC for Applicant R J Asher QC and N Hall for Respondent Date of Minute: 15 December 2004MINUTE OF THE COURT[1] The leave applications of both parties are granted. [2] The approved grounds for the appeal and the cross-appeal will be as follows: A Did the existence of the confidentiality clause in the contract between Union Steamship and the Auckland City Council mean by necessary implication that the contract was not assignable without the consent of the Council either: (i) absolutely, or (ii) if it could not be done without breach of the confidentiality clause? B If the answer to question A is "yes" and there was a breach of the implied provision, does it follow that the assignment was ineffective?C Should the Court of Appeal properly have found on the material before it that there was a breach of the confidentiality clause (by disclosure) by Union Steamship? [3] Issues A(i) and C are raised by the cross-appeal. [4] The appellant must pay security for costs in the sum of $7,500.00.Solicitors: Knight Coldicutt, Auckland for Applicant Simpson Grierson, Auckland for Respondent