New Zealand Case Law: Decisions & Judgments

Topic

Essential term

Legal area

Court

30 Nov 2020

DOWNER v SIGNATURE DEVELOPMENTS LIMITED (Costs Judgment] [2020] NZHC 3157

Citation

[2020] NZHC 3157
Court

High Court

Signature breached clause 26 by consenting to the assignment without obtaining purchaser approval; the identity of the named tenant (KiNZ) was an essential term; assignment to Pukekohe Educare substantially reduced the benefit of the ASP such that purchaser was entitled to cancel under s 37(2) CCL Act and recover the $466,000 deposit; defendant took positions lacking merit and failed to accept clear legal arguments, justifying a 30% uplift on scale costs under r 14.6.
23 Sept 2020

DOWNER v SIGNATURE DEVELOPMENTS LIMITED [2020] NZHC 2488

Citation

[2020] NZHC 2488
Court

High Court

Vendor breached clause 26 by consenting to assignment of the agreement to lease without obtaining purchaser's consent; clause 26 was objectively essential to purchaser at contract formation; there was not sufficient or substantial performance to avoid cancellation; purchaser validly cancelled under s37(2)(a) (and s37(2)(b) alternatively) and is entitled to repayment of the deposit with interest.
6 Oct 2017

KAWARAU VILLAGE HOLDINGS LIMITED v HO KOK SUN AND OTHERS [2017] NZSC 150 [6 October 2017]

Citation

[2017] NZSC 150
Court

Supreme Court

The agreements for sale and purchase included a covenant (cl 5.7 read in context with the agreements and associated consents and precinct governance provisions) obliging the vendor to complete the Precinct (the three stages); that obligation was an essential term of the contracts; because the vendor had put it out of its power to complete stages two and three at the time it called for settlement the purchasers were not obliged to settle and were entitled to cancel; appeal dismissed and appellants ordered to pay costs.
15 Oct 2014

VIKRAM KUMAR AND NIRUPAMA KUMAR v STATION PROPERTIES LIMITED (IN LIQUIDATION AND IN RECEIVERSHIP) [2014] NZSC 146

Citation

(2014) 15 NZCPR 548
Court

Supreme Court

The Supreme Court allowed the appeal, reinstated the High Court decision: Station breached essential terms in respect of the furniture packages and the obligation to procure a serviced-apartment management arrangement such that by mid‑2008 Station was not entitled to call for settlement; the appellants were therefore entitled to refuse to complete and Station's cancellation was ineffective. The defective practical completion certificate from Maltbys (rather than the named architect) did not, standing alone, constitute a repudiation by Station because it could have been rectified, but combined…
15 Oct 2014

VIKRAM KUMAR AND NIRUPAMA KUMAR v STATION PROPERTIES LIMITED (IN LIQUIDATION AND IN RECEIVERSHIP) [2015] NZSC 34

Citation

[2015] NZSC 34
Court

Supreme Court

The Court held Station breached essential contractual obligations in combination — the obligation to provide uniform furniture packages together with an appropriate serviced apartment management agreement was essential to the appellants' bargains; Station's failure to perform those essential obligations by mid‑2008 entitled the appellants to refuse to settle and constituted repudiatory conduct by Station; the defective practical completion certificate (issued by Maltbys rather than the nominated architect) did not itself amount to repudiation; the High Court decision in favour of the appellan…
1 Jun 2012

FOWLER DEVELOPMENTS LIMITED V ROBERTSON HC CHCH CIV-2009-409-000454

Citation

openlaw-6458466e_9235_4b21_8b5e_852db1b33d99.pdf
Court

High Court

The vendor's statements and promotional material contained an implicit, incorrect representation of present fact that the developer had legal authority/regulatory consents to construct the adjacent salt marsh amenity; defendants relied on that representation and, objectively, the existence of regulatory consents was essential to their decision to contract; accordingly cancellation under s 7(4)(a) of the Contractual Remedies Act was valid and the plaintiff's claim for specific performance and enforcement of the bond fails.
10 Nov 2011

MANGAWHAI DEVELOPMENTS LTD (IN RECEIVERSHIP) V ROLLS HC AK CIV-2009-404-4253

Citation

openlaw-1d277a64_6084_473b_909e_39556200e10a.pdf
Court

High Court

Agent's oral representations and brochure constituted representations on behalf of the plaintiff; representations that lot 14 had clear sea views were false in substance, were essential to the defendant's decision to contract and induced him to enter the contract; the misrepresentation also substantially reduced the benefit of the contract to the defendant; accordingly the defendant lawfully cancelled the contract under s7 Contractual Remedies Act 1979 and plaintiff's application for specific performance failed.
11 Oct 2010

MANA PROPERTY TRUSTEE LIMITED V JAMES DEVELOPMENTS LIMITED SC 105/2009

Citation

SC 105/2009
Court

Supreme Court

A personal costs order against liquidators will not be made absent impropriety or where the liquidator is the real party in interest; the liquidators acted bona fide and within their powers in continuing the appeal, so they are not personally liable for costs; the Court of Appeal's costs order is reversed and the appellant is awarded costs in this Court of $15,000 plus disbursements.
28 Jul 2010

JONES V L & Y HOLDINGS (HOLDING) LIMITED HC AK CIV 2010-404-001667

Citation

openlaw-433c41d8_d855_4dcc_b315_c844f11f3e0d.pdf
Court

High Court

Summary judgment was dismissed because the court was not satisfied as a matter of construction that the absence of a column was an essential term of the contract; there were material evidential conflicts (architects' opinions, valuers' assessments, and factual background) which meant there was a real question to be tried and the matter must proceed to trial.
23 Jul 2010

MANA PROPERTY TRUSTEE LIMITED V JAMES DEVELOPMENTS LIMITED SC 105/2009

Citation

MANA PROPERTY TRUSTEE LIMITED V JAMES DEVELOPMENTS LIMITED SC 105/2009
Court

Supreme Court

Clause 18.3 was an essential term as a matter of construction, but because time for performance (settlement) was not of the essence the purchaser could not validly cancel immediately upon the title showing a minor shortfall; the purchaser was required to invoke the contract's settlement notice procedure and wait for its expiry before cancelling, so the purported cancellation on 3 November 2008 was ineffective.