New Zealand Case Law: Decisions & Judgments

Topic

Deed interpretation

Legal area

Court

10 Jul 2020

TAIMOORI v ANMOL RESIDENTIAL LTD [2020] NZHC 1656

Citation

[2020] NZHC 1656
Court

High Court

On construction of the deed as a whole and in its liquidation context the deed conferred benefits to the other Anmol Group companies and the liquidators, not enforceable obligations to individual creditors; CCLA s13 therefore excludes s12 in this case, Anmol Investments cannot be joined or sued directly under the deed, and summary judgment is dismissed for want of jurisdiction. Leave to amend pleadings against Mr Seth is granted and close of pleadings vacated; creditor must pursue statutory proof of debt against liquidators.
23 Aug 2019

STELLAR HOMES LTD v FORDSAN CONSTRUCTION LTD [2019] NZHC 2061

Citation

[2019] NZHC 2061
Court

High Court

Summary judgment was dismissed because Stellar failed to discharge the onus of establishing a clear evidentiary foundation and that there was no tenable defence or set-off: Stellar filed substantial new/reply evidence that changed its pleaded case, the admissibility and weight of that evidence was questionable, the defendants raised arguable factual and legal defences (including that the Deed may be unenforceable and that monthly management fees were operating expenses payable to Fordsan), and the contractual and accounting issues are sufficiently disputed to require full trial.
19 Apr 2018

WILLIAMS & ANOR v WILLIAMS & ANOR [2018] NZHC 728

Citation

[2018] NZHC 728
Court

High Court

Defendants filed no arguable defence and did not invoke the deed's arbitration mechanism; the deed's buy-out procedure had been exhausted. Given the impasse and the first-named plaintiff's proved hardship under s 342(7), the Court exercised its power under s 339 to order sale of the property and directed auction and distribution of net proceeds in accordance with the deed and specified adjustments.
18 Nov 2015

HOUGHTON & ANOR v SAHA & ORS [2015] NZCA 553

Citation

[2015] NZCA 553
Court

Court of Appeal

The Court granted summary judgment that specified winding up accounts were not prepared in accordance with GAAP (as recorded at [50]/appendix categories 1,4,5,8,10) and held that clause 7.1 of the Deed empowers the foundation partner to allocate partnership losses for the stub period (1 April–31 November 2010) on a performance basis guided by Schedule 1; other factual issues and questions about how the power was exercised remain for substantive hearing.
14 Oct 2013

YANDINA INVESTMENTS LIMITED V ANZ NATIONAL BANK LIMITED & ORS CA529/2012 [2013] NZCA 469

Citation

[2013] NZCA 469
Court

Court of Appeal

The Deeds equitably assigned only the assignors' 'net profits' as that term is to be understood by reference to the Equity Participants' Agreement — i.e. net after payment of partnership expenses including the Air New Zealand loan and foreign exchange liabilities — and did not transfer the Partnership's gross rental receipts or tax‑accounting profits to Yandina; accordingly the strike‑out of Yandina's claim was correct and the appeal is dismissed.
17 May 2013

LANGSTON V MOUNT HUTT HELICOPTERS LIMITED HC CHCH CIV-2012-409-002820

Citation

openlaw-61df18b0_709b_4200_8fed_7c6217efa1af.pdf
Court

High Court

The court found clause 3.7 ambiguous as to whether "claims" included the non‑monetary helicopter usage obligation in clause 5.1; applying the principle that ambiguity in a release is resolved against the grantor, the clause did not extinguish the liability in clause 5.1. Accordingly the defendant's affirmative defence failed and the plaintiff's entitlement under clause 5.1 survives (with the alternative finding that, had 3.7 clearly extinguished 5.1 it would have operated to discharge the joint benefit leaving Langston to seek recourse against Wilderness).
27 Nov 2012

PORT NICHOLSON BLOCK SETTLEMENT TRUST V THE ATTORNEY-GENERAL HC WN CIV-2012-485-1837

Citation

openlaw-8ab913c0_449a_477e_bd3f_d4cb676c6194.pdf
Court

High Court

The court has jurisdiction to decide disputes about interpretation and implementation of the Settlement Deed and Act; however the plaintiff failed to establish any express exclusivity, enforceable implied term, collateral undertaking or closed-minded consultation by the Crown that would render the Ngāti Toa redress inconsistent with the Taranaki Whānui Deed or Act (and s37 permits provision of similar cultural redress). Accordingly the declaratory relief sought is refused and the application is dismissed.
8 Dec 2011

HARPER V BEAMISH HC NAP CIV-2009-441-000636

Citation

openlaw-ddf31317_4655_4b36_a5ee_19f236e81d07.pdf
Court

High Court

The 2004 transfer was an internal family restructuring, not a third‑party sale or disposition contemplated by the 2001 Deed; the plaintiffs consented to the 2004 Deed which vested the adjustment obligation in the new Beamish trustees, so no Awapai Sales Adjustment is payable now; rectification and mistake defences need not be determined.
29 Sept 2011

MARTIN V WALKER HC AK CIV-2011-404-3942

Citation

openlaw-6e0d512b_310f_4eec_b90f_8a725d74da91.pdf
Court

High Court

The Court exercised its s339(1) power to order sale after applying s342 factors: refusal would unfairly lock the applicant into an investment without occupation while respondent enjoyed occupation; the Deed permits adjustment of shares for capital improvements so the Court adjusted the shares to 83% (Caroline) and 17% (Wendy) to reflect Wendy's renovations; the Court awarded occupation rent of $14,888 as a fair sum based on market rental evidence and ordered Caroline to vacate and the Registrar to supervise sale and execute transfer documents if necessary.
2 Feb 2011

LDC FINANCE LIMITED (IN RECEIVERSHIP) V FM CUSTODIANS LIMITED HC NEL CIV 2010-442-168

Citation

openlaw-bef70ffc_bbd8_4897_9e7d_c348b717eb95.pdf
Court

High Court

Summary judgment was dismissed because material factual questions remained about why Halifax Finance executed the 6 June deed on 26 June and why that deed was registered by FM Custodians' solicitors; those facts could affect whether the 14 June deed displaced the 6 June deed, so the claim could not be declared incapable of success as a matter of law without further evidence.