New Zealand Case Law: Decisions & Judgments

Topic

Due diligence

Legal area

Court

4 Sept 2023

MEADOWS v COLCROFT HOLDINGS LIMITED [2023] NZHC 2464

Citation

[2023] NZHC 2464
Court

High Court

The purchaser advanced a weak but not inarguable case that the vendor's refusal to permit invasive inspection at the eleventh hour may have precluded meaningful compliance with clause 10 and could render vendor not ready, willing or able to settle; factual disputes on that point required trial rather than summary dismissal, so the caveat was sustained, but the purchaser's admitted lack of available funds strongly undermined his claim and influenced the Court to require prompt prosecution of substantive relief.
1 Dec 2021

QNZ LTD v KEEMATI LTD [2021] NZHC 3269

Citation

[2021] NZHC 3269
Court

High Court

The delays in prosecution by Keemati, while real, were not of such magnitude or consequence given the totality of circumstances (including payment of security for costs and allocation of a trial fixture) and absence of clear evidence of specific prejudice to QNZ to justify lapsing the caveats; accordingly the application to lapse is dismissed and the earlier order sustaining the caveats remains with leave reserved to QNZ to reapply if there is further failure to prosecute with due diligence.
15 Sept 2021

SHABOR LIMITED v GRAHAM [2021] NZCA 448

Citation

(2021) 16 TCLR 177
Court

Court of Appeal

Clause 27.3 did not, as a matter of fact, break the causal link between the vendor's misleading carrying-capacity representation and Shabor's loss for the purposes of the Fair Trading Act; accordingly the appellant succeeds on the FTA claim. The correct compensatory measure is the reduction in value ($530,000) reduced for contributory conduct (30%), yielding judgment of $371,000 plus interest from 3 June 2014 at 5%. Separately, clause 27.3, properly construed, precluded inquiry into reliance for the contractual misrepresentation claim and, on a s 50 CCLA evaluative assessment, it was fair and…
10 Jun 2021

DAISLEY v WHANGAREI DISTRICT COUNCIL [2021] NZHC 1376

Citation

[2021] NZHC 1376
Court

High Court

The Court granted leave to amend the statement of defence in respect of most challenged amendments because allowing factual and defensive amendments (including pleading Crown ownership of minerals, contesting plaintiff's due diligence, and causation/quantum issues) was necessary for the real controversy to go to trial, the plaintiff would not suffer significant prejudice given the rescheduled trial and time to file replies and supplementary evidence, and delay could be managed by a firm timetable; leave was refused for proposed pleading content that amounted to submissions rather than factual…
21 May 2020

NORTH 12 LTD v BEECH ORCHARD LTD [2020] NZHC 1075

Citation

[2020] NZHC 1075
Court

High Court

The caveat must lapse because North 12 failed to establish an arguable case that a binding contract had been formed by the email correspondence; negotiations remained subject to contract, key term(s) (notably a lease-back) were unresolved, and agreement to allow early due diligence did not evidence a common intention to be immediately bound.
7 May 2020

BRADFIELDS LTD v BROOKWATER INVESTMENTS LTD [2020] NZHC 935

Citation

[2020] NZHC 935
Court

High Court

Vendor Brookwater breached express warranty in clause 6.1 by failing to disclose known regulatory registration requirements; vendor and director Bradfield made actionable misrepresentations and engaged in misleading or deceptive conduct under s9 FTA and are personally liable; purchaser solicitors Malley & Co breached their retainer and were negligent in failing to advise and pursue legal due diligence; plaintiffs mitigated inadequately post-notification and bore 50% contributory responsibility; damages assessed on diminution in value plus recoverable wasted costs, apportioned equally between…
31 May 2019

COOLPAK COOLSTORES LIMITED v SELWYN DISTRICT COUNCIL [2019] NZHC 1224 .

Citation

[2019] NZHC 1224
Court

High Court

The court held that prior noise complaint documents are potentially relevant and must be discovered insofar as they bear on the defendant's pleaded contribution defence because the defendant intends to argue that reasonable due diligence by the plaintiff may have brought such complaints to light; disclosure is required subject to agreement or judicial determination of an appropriate timeframe.
20 May 2019

SULLIVAN v WELLSFORD PROPERTIES LIMITED [2019] NZCA 168

Citation

[2019] NZCA 168
Court

Court of Appeal

Clause 18 imposed an objective contractual obligation on the vendor to disclose information in its possession that was relevant to the purchaser's due diligence; Wellsford breached that obligation by failing to disclose Caltex's contemporaneous correspondence challenging its OPEX allocation; that omission was misleading or deceptive under the Fair Trading Act and the director Hannam, who was directly and causally involved in receipt and non‑disclosure of the emails, is personally liable under s 9; the purchasers relied on incomplete information and were caused to complete the purchase at a hi…
30 Apr 2019

ENGLISH v FOLEY & ANOR [2019] NZHC 928 .

Citation

[2019] NZHC 928
Court

High Court

Summary judgment dismissed because there is an arguable factual and legal case that the parties had a common objective to secure the tender (creating an option) and that communications and emails could support an inchoate joint venture or fiduciary obligations; material factual disputes, incomplete discovery and the possibility of repleading make summary disposal inappropriate.
21 Sept 2018

LUCAS v KROEF [2018] NZHC 2478

Citation

[2018] NZHC 2478
Court

High Court

The caveat was removed because the purchaser failed to establish an arguable equitable interest: the agreement was formed on 23 August 2018, the 5-day finance condition expired at 5.00pm on 28 August 2018, the trustees validly exercised the escape clause and cancelled the agreement on 29 August 2018, and there was no clear and unequivocal representation by agents with authority to extend the finance date that would give rise to estoppel.