New Zealand Case Law: Decisions & Judgments

Topic

Conditions precedent

Legal area

Court

1 Jun 2023

CHENG’S CAPITAL INVESTMENTS LTD v GENERUS LIVING GROUP LTD [2023] NZHC 1373

Citation

[2023] NZHC 1373
Court

High Court

The strike out application was dismissed because there are substantial disputed facts and legally complex issues (effectiveness of waiver, whether Generus was in material breach under cl 13, and whether the settlement notice of two working days was a reasonable period) which make it arguable that Generus did not validly cancel; those issues cannot be resolved on strike out and Cheng's claim for specific performance is therefore not without reasonable prospect of success.
21 Dec 2022

KRAUSE v BRADY & WALSH LIMITED [2022] NZHC 3587

Citation

[2022] NZHC 3587
Court

High Court

Where the vendor had a contractual right to cancel after the condition failed but, over a nine-month period, by repeated communications, permitting works, invoicing for variations and consistent conduct towards settlement, unequivocally represented it would perform, those actions amounted to an election to affirm and waiver of the right to cancel; accordingly the defendant had no arguable defence and summary judgment for specific performance was entered for the plaintiff.
12 Aug 2022

ERLON LTD v AGROTRUST LTD [2022] NZHC 1995

Citation

[2022] NZHC 1995
Court

High Court

On the material before the Court it is reasonably arguable that Erlon made contributions (including unpaid 50% of services and a $150,000 deposit contribution), had a reasonable expectation of a proprietary interest arising from the parties' dealings, and that it would be unconscionable for Agrotrust to retain the benefit; accordingly the caveat is supported and must not lapse pending resolution of substantive proceedings.
29 Oct 2021

LIU v FUTURE SUSTAINABLE DEVELOPMENT LTD [2021] NZHC 2909

Citation

(2021) 22 NZCPR 767
Court

High Court

Clause 20.3 was not for the sole benefit of FSD and therefore could not be unilaterally waived by FSD; because clause 20.3 was neither satisfied nor waived by 1 October 2020, Ms Liu validly avoided the agreement by notice dated 2 October 2020 under clause 9.10(5) and clause 21.1, entitling her to have FSD's caveat removed.
14 May 2021

MELCO PROPERTY HOLDINGS (NZ) 2012 LTD v HALL [2021] NZCA 184

Citation

(2021) 22 NZCPR 186
Court

Court of Appeal

The appeal was dismissed because Melco failed to show a reasonably arguable causal link between Hall's conduct and Melco's inability to fulfil the due diligence condition; there was no evidence an engineer's report could reasonably have been obtained before the 9 January deadline, so Hall was entitled to avoid the agreement and the caveat could not be sustained; Hall had no obligation to notify Melco he would not grant an extension and no enforceable duty of good faith to forgo his commercial interests.
6 Aug 2020

LONG CAPITAL HOLDINGS NZ LIMITED v JACKS POINT VILLAGE HOLDINGS NO 2 LIMITED [2020] NZSC 78

Citation

[2020] NZSC 78
Court

Supreme Court

The applicant breached its contractual obligations by failing to provide a development plan and to take reasonable steps to enable the condition's fulfilment; because the non-fulfilment resulted from the applicant's default it could not cancel, the respondent validly cancelled for repudiation and was entitled to release and retention of the deposit.
6 Nov 2019

NZ IRON SANDS HOLDINGS LTD v TOWARD INDUSTRIES LTD [2019] NZHC 2883

Citation

[2019] NZHC 2883
Court

High Court

Leave to pursue further discovery was refused because the application was filed after close of pleadings without satisfactory explanation, the material sought was not shown to be relevant or necessary to the issues at trial (and appeared to be a fishing expedition intended for collateral impeachment), and its production would cause significant prejudice and delay to the defendants and the trial; accordingly discovery was not ordered and costs were awarded to defendants.
28 Jun 2018

NZ IRON SANDS HOLDINGS LIMITED v TOWARD INDUSTRIES LIMITED [2018] NZHC 1571

Citation

[2018] NZHC 1571
Court

High Court

The Court declined the separate questions and the non-party discovery application. A preliminary separate hearing was refused because correct interpretation of clause 15 required consideration of the factual matrix and negotiation history, there was real risk of evidential overlap and demarcation difficulties, potential for duplicative hearings and appeals, and uncertain time savings. The non-party discovery application was refused as premature and unnecessary because relevant documents should be obtainable from parties under tailored discovery and the application risked being a fishing exped…
8 Nov 2017

INCODO LTD v KOP-COAT NEW ZEALAND LTD & ANOR [2017] NZHC 2737

Citation

[2017] NZHC 2737
Court

High Court

Court found a binding contract formed on 22 May 2015. Mr Scott had ostensible authority to bind Kop-Coat NZ and, on the facts and s18 Companies Act, Kop-Coat Inc was bound by his apparent authority. Defendants repudiated the contract on or about 3 July 2015. Claims under the Contractual Remedies Act and Fair Trading Act were considered but no separate damages award made under the Fair Trading Act; misrepresentation claim failed. Damages for loss of chance assessed: court adopted plaintiff expert's valuation ($3,470,000) discounted to a 60% chance to reflect the quality of the lost opportunity…
31 Oct 2017

READING ENTERTAINMENT AUSTRALIA PTY LTD v AMP CAPITAL SHOPPING CENTRES PTY LTD [2017] NZHC 2337

Citation

[2017] NZHC 2337
Court

High Court

Defendants entitled to summary judgment because on the objective construction of the correspondence and documentary terms the parties did not intend to be bound until the respective boards had approved the Heads of Agreement; the June 21, 2016 letter did not create a binding lease, did not create an enforceable process contract to require defendants to produce an Agreement to Lease, and equitable estoppel/unconscionability were not established.