New Zealand Case Law: Decisions & Judgments

Topic

Construction of contract

Legal area

Court

18 Apr 2019

127 HOBSON STREET LTD v HONEY BEES PRESCHOOL LTD [2019] NZCA 122

Citation

[2019] 2 NZLR 790
Court

Court of Appeal

Court construed clause 2 as indemnity running only to the expiry of the initial lease term; the indemnity was not an unenforceable penalty because it protected legitimate commercial interests (tenant's significant fit-out investment, practical need for access and risk allocation where landlord controlled installation), parties were commercially astute and the burden on promisor was not out of all proportion to the interest protected; specific performance and declaratory relief were appropriate.
6 Jul 2016

RAPH ENGLE CONCEPTS LIMITED V SCL HOLDINGS LIMITED [2016] NZCA 309 [6 July 2016]

Citation

[2016] NZCA 309
Court

Court of Appeal

Clause 4 of the Terms of Engagement created a contractual obligation to pay commission when SCLILP received progress payments but did not create a trust, fiduciary duty or equitable assignment over 5.5% of those payments; therefore REC was an unsecured creditor and could not trace or claim proprietary interest in funds received by SCLILP or related companies.
16 Dec 2015

WGGC CLEARY v EWART & EWART [2015] NZHC 3259

Citation

[2015] NZHC 3259
Court

High Court

The Option Deed, properly construed, granted the vendor the option to enter into the sale and did not give the plaintiff a right to compel the vendor to exercise that option or to complete the purchase; therefore the plaintiff cannot establish that negligent advice deprived him of an enforceable right and the first cause of action is struck out.
29 Mar 2012

WESTPAC NEW ZEALAND LIMITED V CHAHIL COA CA614/2011

Citation

COA CA614/2011
Court

Court of Appeal

Clause 34 is unambiguous and applies only to capacity in which the signatory signed as trustee; it does not operate to limit or extinguish the separate and unlimited personal liability incurred where the same person also signed the guarantee in a personal capacity; consequently the respondent had no arguable defence and summary judgment was appropriate.
22 Nov 2011

STAKE PROPERTY LIMITED V COATE HC AK CIV-2010-404-8465

Citation

openlaw-dfcb91ec_aa2c_4660_9c1c_d043f2164302.pdf
Court

High Court

Costs were reserved because the Court was not satisfied the plaintiff had pursued the summary judgment application in the 'certain knowledge' of its inevitable failure; the central issue of contractual construction required trial context and could affect other remedies, so immediate costs against the plaintiff were not justified.
30 Jun 2011

RAVENSDOWN FERTILISER CO-OPERATIVE LIMITED V MC EVELEIGH HC PMN CIV-2010-454-831

Citation

openlaw-675c7316_828e_49b9_94bc_ffdfc203fe7f.pdf
Court

High Court

Plaintiff failed to discharge its onus on summary judgment to show the defendants had no defence because the Extended Credit Agreement is sufficiently ambiguous on whether the directors signed in a personal guarantor capacity and there is no extrinsic evidence before the court to displace the presumption that they signed only for the company; therefore a real question remains to be tried and summary judgment is dismissed.
15 Dec 2009

WATSON & SON LTD V ACTIVE MANUKA HONEY ASSOCIATION CA CA469/2009

Citation

openlaw-20be06c8_d188_4de8_a42e_134552d77448.pdf
Court

Court of Appeal

Clause 16.2 of the licence, properly construed in its factual matrix, includes an indemnity for legal costs on a solicitor–client basis for actions and damages resulting from the licensee's operations under the licence; that indemnity is enforceable when applicable and the court's role is limited to assessing the reasonableness of the solicitor–client costs and public policy considerations; the indemnity does not extend to litigation based on post-termination conduct not undertaken as operations under the licence.
15 Oct 2009

MAGSONS HARDWARE LIMITED V CUMMINS HC AK CIV-2009-404-1188

Citation

openlaw-79e32390_35fb_4f67_bb0e_fb7dc8bd16f5.pdf
Court

High Court

Personal demand was made on Mr Cummins within 12 months by direct communications acknowledging the debt; the guarantee's plain terms impose a continuing personal obligation and do not require a personal demand to crystallise liability, clause 6 limits debts of the principal debtor not guarantor liability, and there is insufficient evidence of a common intention to justify rectification; accordingly there was no tenable defence and summary judgment was entered for Magsons.
27 Jun 2008

CAVELL LEITCH PRINGLE & BOYLE V THORNTON ESTATES LIMITED CA500/07

Citation

openlaw-8de81aa5_732b_45b6_8322_09fd51107401.pdf
Court

Court of Appeal

Clause 8 expressly postponed transfer of property until settlement and, applying the principle that risk follows ownership, risk therefore remained with the vendor until settlement; consequently no duty arose to insert an express risk clause, the solicitors were not negligent, and the fiduciary and estoppel claims based on the settlement conduct failed.
18 Jun 2007

HADLOW AND ANOR HC AK CIV 2006-404-5151

Citation

openlaw-464a5f09_cbb3_46e9_80ae_968a43929d51.pdf
Court

High Court

Leave to appeal was refused because the proposed point on implication versus an express payment term and an entire agreement clause did not, in the skeletal context of this particular contract, raise a question capable of bona fide and serious argument of sufficient public or private importance; the court held an implied obligation to reimburse within a reasonable time was necessary to give effect to the contract and did not conflict with the entire agreement clause.