New Zealand Case Law: Decisions & Judgments

Topic

Conditional contracts

Legal area

Court

3 May 2021

TUIALII and TUALA v FCQ CONSTRUCTION LIMITED [2021] NZHC 965

Citation

[2021] NZHC 965
Court

High Court

The 27 January 2021 email, read objectively in context, amounted to effective notice given within time that the purchasers had arranged finance (bank approval) and that the agreement was no longer conditional on finance but only on issue of title; therefore the vendor could not validly cancel for non‑satisfaction of the finance condition, the purchasers had an arguable caveatable interest and the caveat was upheld subject to conditions requiring commencement of specific performance proceedings within 20 working days and diligent prosecution; respondent to pay applicants' costs.
13 Dec 2018

BISCUIT CREEK FOREST LIMITED v VALLANCE [2018] NZHC 3291

Citation

[2018] NZHC 3291
Court

High Court

Summary judgment was refused because defendants established an arguable defence that an oral collateral agreement made the land sale and the Owner's Share sale interdependent, supported by contextual evidence (prior 2003 documentation, conduct discouraging legal advice and direct parol evidence), such that there was a real question to be tried.
17 Jul 2018

LI v GSC HOLDINGS LTD [2018] NZHC 1769

Citation

[2018] NZHC 1769
Court

High Court

The vendor's waiver was not an available means to satisfy clause 22.1(a) because the procurement of a s 224 certificate was a prerequisite to the vendor's core obligation to provide title and therefore not severable; consequently the purchaser validly cancelled under clause 44 and is entitled to the deposit, and summary judgment is appropriate.
22 Jun 2018

THOMPSON v CONTINENTAL CAR SERVICES LIMITED [2018] NZHC 1507

Citation

[2018] NZHC 1507
Court

High Court

On the objective construction of the communications and background facts (including CCS representations vehicle was 'on the water' and acceptance emails of 20 July), a binding contract for the specific Ferrari F12 was formed between Mr Thompson and CCS; the requirement to sign a VOSA was a formality and not a condition precedent; CCS's asserted justifications (communication issues, delays, exchange rate) were not substantiated and did not excuse performance; plaintiff entitled to expectation damages equal to difference between market value at time of breach ($610,000) and agreed price ($480,0…
11 Aug 2017

WATENE v WIKI [2017] NZHC 1908

Citation

[2017] NZHC 1908
Court

High Court

Purchaser was entitled to avoid the contract because the finance condition remained unfulfilled after a reasonable time for obtaining title and settlement had passed; where the condition is for the purchaser's benefit and there is no vendor default, no prior notice of intention to cancel is required; accordingly the vendor must return the deposit.
16 Sept 2015

TO v HUANG & ANOR [2015] NZCA 446

Citation

[2015] NZCA 446
Court

Court of Appeal

Clause 22 did not contain express language that displaced clause 9.8(5); consequently clause 22 merely reiterated the purchaser's pre-deadline position and did not prevent the vendors from avoiding the agreement after the specified fulfilment date when the purchaser failed to give effective notice, so the vendors' avoidance was effective and the appeal must be dismissed.
4 May 2015

SINGH AND BOURCHIER AS TRUSTEES OF SHEAN SINGH FAMILY TRUST v POTTERS PARK PROPERTY LIMITED CA604/2014 [2015] NZCA 146

Citation

[2015] NZCA 146
Court

Court of Appeal

The appeal is dismissed because the Trust failed to obtain the resource consent for additional rear parking within the two-year condition in clause 3(d); although Potters breached an implied obligation by not assisting and by obtaining a one-way traffic condition, the Trust had effectively abandoned its original plan to obtain permanent rear parking and elected to defer the issue, and therefore the condition precedent was not fulfilled and the ROW agreement ended on expiry of the two-year period.
16 Dec 2014

COUGHLAN v COX CA128/2014 [2014] NZCA 617

Citation

(2014) 16 NZCPR 66
Court

Court of Appeal

On the facts the Court held that the parties intended to be bound by the signed agreements and subsequent conduct, the vendors' solicitor had implied authority to agree the post‑contract amendments, the tenancy condition was effectively satisfied or waived by conduct and written communications, and specific performance of the swap was ordered; damages for delay were remitted to the High Court to be quantified on the basis of lost rent (assessed at $380/week) subject to appropriate offsets and mitigation.
28 Feb 2012

PUREWAL BS & JK LIMITED v CONNELL STREET LIMITED COA CA49/2011

Citation

openlaw-3ffa1c87_c977_4e8e_a76f_b9b8ccbdf2f2.pdf
Court

Court of Appeal

An offer of finance received by the purchaser on 15 October 2007 satisfied the REI-ADLS finance condition; the purchaser breached cl 8.7(2) by failing to notify the vendor and therefore could not rely on non-fulfilment to avoid under cl 8.7(5); alternatively the purchaser was estopped by silence/duty to speak after inducing the vendor to grant repeated extensions; appeal dismissed and High Court decision affirmed.
18 Nov 2011

R B ROAD 391 LTD v MALCOLM ALEXANDER JOHNSTONE AND ORS SC 97/2011

Citation

SC 97/2011
Court

Supreme Court

The application raised genuine factual disputes about the operation and foreseeability of the council's condition that could only properly be resolved at trial with cross‑examination, so summary judgment was inappropriate and leave to appeal did not satisfy statutory criteria and was refused.