New Zealand Case Law: Decisions & Judgments

Topic

Post-contractual conduct

Legal area

Court

20 Sept 2017

HULBERT DEVELOPMENTS LIMITED v TAIRUA MARINE LIMITED [2017] NZCA 418 [20 September 2017]

Citation

[2017] NZCA 418
Court

Court of Appeal

The Court held that 'the marina facility' in the exit agreement referred to the specific marina project contemplated when the agreement was made (a marina of scale comparable to the plans then being worked on, circa 200+ berths); the 95‑berth marina that was ultimately completed was not that marina and therefore did not trigger TML's contractual obligation to pay $250,000, so there was no breach and no relief under s 9.
20 Apr 2017

ADAPTABLE SOLUTIONS LTD v TOON [2017] NZHC 753

Citation

[2017] NZHC 753
Court

High Court

Leave under s 284(1) was granted because the applicant established an arguable case: the relevant contractual provisions are sufficiently ambiguous on whether Earn-out Payments include DF and ZAP and whether the 'work-around' revenue was earned by Koorb; the court could not conclusively determine these issues on interlocutory material and there is a reasonable prospect that, if proved, the court would disturb the liquidator's decision.
11 Apr 2017

ACTIVEDOCS LIMITED v CADRE INVESTMENTS LIMITED & ORS [2017] NZCA 121

Citation

[2017] NZCA 121
Court

Court of Appeal

The Prospectus, read in its contractual and commercial context, conferred on the preference shareholders an ongoing (cumulative) entitlement to dividends at 15% per annum and the second exception postponing conversion until payment of "all accrued dividends" required payment of all dividends accruing at that rate up to the date of payment; therefore conversion did not occur on expiry of the two-year intended conversion date unless all accrued dividends were paid.
4 Apr 2012

MASTAGARD PLASTIC RECYCLING LIMITED V CCC TWO LIMITED HC CHCH CIV 2010-409-001012

Citation

openlaw-79fbba62_70e6_4169_a523_722f3305b1bf.pdf
Court

High Court

The court construes 'achieved locally' to mean sales achieved between domestic suppliers and domestic consumers (domestic sales only), excluding overseas sales or exports including those effected via local brokers; subjective intentions and non‑qualifying opinion evidence are inadmissible for interpretation, and the contractual price‑setting mechanism (local quotes, averaging) supports the domestic reading.
7 Sept 2011

EFSTRATIOU V ARCHAEOLOGY NORTH LIMITED HC WANG CIV-2011-483-175

Citation

openlaw-ffd4c549_ab27_481b_9dbb_d0602564bea1.pdf
Court

High Court

The dispute resolution provision in the Management Plan did not amount to a binding agreement to mediate with an independent mediator prior to commencing legal proceedings; the parties' post‑contractual conduct did not establish a pre‑existing obligation to mediate, and in any event the 9 November meeting constituted mediation if mediation were required. The appeal is dismissed.
19 Sept 2008

WESTPAC NZ LTD V AUCKLAND FINANCE LTD HC AK CIV 2008-404-002431

Citation

openlaw-12b7e044_acfc_42c7_979a_205d22a5c572.pdf
Court

High Court

Clause 7 must be read subject to clause 4 and the qualifying words 'to the extent and in the manner hereinafter set forth'; clause 7.3 creates a trust only where a mortgagor has breached clause 7.1 by paying AFL without Westpac's prior written consent. Payments by third parties from assets not of the mortgagor, and not in breach of clause 7.1, do not trigger the trust in clause 7.3. Therefore AFL did not become liable to hold the $1,270,771 on trust under clause 7.3 on the facts before the Court.

New Zealand Case Law

HULBERT DEVELOPMENTS LIMITED v TAIRUA MARINE LIMITED [2017] NZCA 418 [20 September 2017]

ADAPTABLE SOLUTIONS LTD v TOON [2017] NZHC 753

ACTIVEDOCS LIMITED v CADRE INVESTMENTS LIMITED & ORS [2017] NZCA 121

MASTAGARD PLASTIC RECYCLING LIMITED V CCC TWO LIMITED HC CHCH CIV 2010-409-001012

EFSTRATIOU V ARCHAEOLOGY NORTH LIMITED HC WANG CIV-2011-483-175

WESTPAC NZ LTD V AUCKLAND FINANCE LTD HC AK CIV 2008-404-002431