New Zealand Case Law: Decisions & Judgments

Topic

Contractual interpretation

Legal area

Court

28 Nov 2023

PETER JOHN SIMUNOVICH v FEDERAL CAPITAL LIMITED [2023] NZCA 603

Citation

[2023] NZCA 603
Court

Court of Appeal

Leave to appeal was declined because it is reasonably arguable that the Security Sharing Agreement may incorporate the FEI guarantee and resolution requires full consideration of the factual matrix and extrinsic evidence, so summary judgment or strike out was inappropriate at this interlocutory stage; there was no error in the Associate Judge's refusal to order security for costs.
25 Sept 2023

DOMINION CONSTRUCTORS LTD v A.C.N. 643 927 469 PTY LTD [2023] NZHC 2425

Citation

[2023] NZHC 2425
Court

High Court

Defendant's application for summary judgment was declined because material factual disputes and tenable alternative interpretations of the Direct Payment Letter (including effect of deletion of 'Allocated Sum', operation of clauses 5, 6 and 7, and related acknowledgements) meant the Court could not be satisfied on the balance of probabilities that Dominion's causes of action could not succeed; issues about QS appointment/certification and FTA reliance/loss require discovery and a full hearing.
8 Sept 2023

5-9 THE RISE LIMITED v RENTAL SPACE LIMITED [2023] NZHC 2515

Citation

[2023] NZHC 2515
Court

High Court

Summary judgment was dismissed because the vendor had reasonably arguable defences: it was arguable cl 23 was not unilaterally waivable once vendor approval was inserted and was intrinsically linked to cl 26 vendor finance (not severable), and it was also reasonably arguable The Rise failed to procure vendor finance compliant with cl 26 constituting repudiation; accordingly there were real questions to be tried and summary judgment on liability was inappropriate.
10 Aug 2023

THE BIG BASIN LIMITED v STOCKCO LIMITED [2023] NZHC 2130

Citation

[2023] NZHC 2130
Court

High Court

The Court refused to award indemnity costs. The MLA clauses relied on (1.2(e), 3.6, 11 and 13) are not sufficiently plain and unambiguous to permit an award of indemnity solicitor/client costs under r14.6(4)(e) in the circumstances, and StockCo's alternative submission that Big Basin's applications were a 'hopeless case' under r14.6(4)(a) failed the high threshold for indemnity. However, because Big Basin pursued multiple grounds including several lacking merit, the Court awarded increased costs: 2B scale with a 30% uplift for both the application for leave to appeal the arbitral award and th…
13 Jun 2023

DWYER v ZHANG [2023] NZHC 1468

Citation

[2023] NZHC 1468
Court

High Court

The deed clearly fixed the debt and identified the only pre-agreed credit (the $43,000) and an acknowledged $4,000 credit; further pre-deed payments cannot be taken as additional credits absent express identification in the deed, so plaintiffs are entitled to summary judgment for the principal sum of $720,715.65 with statutory interest; clause 2.1 does not, on construction, entitle plaintiffs to indemnity costs for enforcement of the deed; the gift of the watches failed for lack of delivery because the key did not give the donee the means of obtaining possession and thus no constructive deliv…
12 Jun 2023

WESTGATE TOWN CENTRE LTD v AUCKLAND COUNCIL [2023] NZHC 1455

Citation

[2023] NZHC 1455
Court

High Court

The IFA and related agreements were specific transactional arrangements allocating land, construction responsibilities and payments; they did not constitute an open‑ended contract to 'deliver' the planning vision in PC15. Clause 4 of the IFA obliged Council to widen Fred Taylor Drive but did not fix design detail or require town‑centre treatment; clause 4(b) expressly disclaimed present commitment to bridge/ramps. CSA1/demarcation, the CDP and other planning instruments did not alter those contractual limits. The plaintiffs failed to establish the necessary strict tests for implying the asser…
17 Apr 2023

MARYLAND BASSETT COMPANY LTD v TAIHE INNOVATION MANAGEMENT LTD (in rec) [2023] NZHC 801

Citation

[2023] NZHC 801
Court

High Court

The Court was satisfied it was reasonably arguable that the loan agreement was part of a sham transaction and that, on the evidence including the Deed of Trust and Indemnity, it was reasonably arguable that cl 3.2 created an indemnity/cross‑demand at least equal to the statutory demand; accordingly the statutory demand was set aside under s 290(4)(a) and (b).
3 Mar 2023

A.C.N. 634 927 469 PTY LTD v FAWCET [2023] NZHC 381

Citation

[2023] NZHC 381
Court

High Court

Summary judgment was refused because the Facility Agreement contained genuine and material issues of contractual interpretation as to how the 'Maximum Borrower Liability' operates and whether it fixes the Borrower’s repayment obligation prior to realisation of assets; the plaintiffs' interpretation was not indisputably correct and the guarantors had a reasonably arguable defence such that there was a real question to be tried.
16 Dec 2022

NEW ZEALAND’S BLUFF OYSTER COMPANY (2013) LTD v MAASS MUSSELS & OYSTERS LTD [2022] NZHC 3475

Citation

[2022] NZHC 3475
Court

High Court

The High Court held the HoA was frustrated by the statutory biosecurity intervention, but clause 2.3 ('additional rent') related to the acquisition of MMO's oysters (cl 4) rather than ordinary future rent, and that part of the agreement was properly severable under s68 CCLA and was wholly performed except for ascertainable payments; NZBO was liable for the outstanding unpaid portion ($195,000) but the District Court's application of 12% contractual default interest was quashed and interest is to be recalculated under applicable statutory regimes.
5 Dec 2022

CHATHAM HARDWARE LIMITED v CHATHAM ISLAND MANAGEMENT LIMITED [2022] NZHC 3227

Citation

[2022] NZHC 3227
Court

High Court

The written February 2016 fuel supply agreement governed pricing and expressly allowed CIM to set prices and disclaimed reliance on external arrangements; the spreadsheet did not create a binding collateral guarantee of a 19.3% margin, contemporaneous conduct (CHL repeatedly taking supply and not complaining while in arrears) and objective documentation undermined CHL's account and witnesses' retrospective impressions, and there was insufficient evidence to establish breaches of the Fair Trading Act or Commerce Act. Therefore there was no substantial dispute or valid cross‑claim and the statu…