New Zealand Case Law: Decisions & Judgments

Topic

Due diligence clause

Legal area

Court

25 May 2022

MELCO PROPERTY HOLDINGS (NZ) LIMITED v ANTHONY JOHN HALL [2022] NZHC 1180

Citation

[2022] NZHC 1180
Court

High Court

Court implied into the contract a term that the vendor must provide reasonable access and not obstruct the purchaser's due diligence; the vendor breached that implied obligation by cancelling a scheduled inspection and instructing his solicitor not to engage after receiving a higher offer, and that breach materially and substantially affected the prospect of fulfilment of the due diligence condition so the vendor could not validly cancel; contract remained on foot and Melco was entitled to specific performance; damages claim dismissed.
8 Dec 2017

SULLIVAN v WELLSFORD PROPERTIES LTD [2017] NZHC 3047

Citation

[2017] NZHC 3047
Court

High Court

Clause 18(i) imposed a limited obligation: vendor must provide requested information relevant to purchaser's due diligence but it did not impose a freestanding general duty to search for and disclose all potentially relevant information. The purchasers did not make inquiries sufficiently specific to trigger disclosure of the two May 2014 emails. The emails did not amount to a 'notice' or 'demand' under the vendor warranty clause. The MWIS statement that there were 'no outstanding disputes with the tenants' was properly read as referring to previous tenants and was not false. There was no brea…
16 Aug 2017

GREEN v CONVEYANCING SHOP LAWYERS LIMITED [2017] NZHC 1965

Citation

[2017] NZHC 1965
Court

High Court

The due diligence clause was a subjective satisfaction condition encompassing all aspects relating to the leasehold property, including legal rights and valuation effects such as the freeholding option and rent review clauses; it was not confined to physical or planning 'use', and therefore the plaintiff was entitled to cancel the agreement during the due diligence period if dissatisfied with the lease terms.
6 May 2015

TO v HUANG and Anor [2015] NZHC 929

Citation

[2015] NZHC 929
Court

High Court

Clause 9.8 required an unequivocal, unconditional notice of fulfilment or waiver by the purchaser by the deadline; the purchaser's solicitors' email was conditional and the deposit payment did not constitute the required notice, clause 9.8 applied despite clause 22 and the vendors were entitled to avoid the agreement; therefore the purchaser's applications failed.
24 Sept 2013

WYATT FAMILY TRUST HOLDINGS LIMITED v WRIGHT [2013] NZHC 2488

Citation

[2013] NZHC 2488
Court

High Court

All three causes of action were correctly struck out: (1) the on-call/penalty interest claim was not properly pleaded and, in any event, was not enforceable against Wright once he validly nominated the Broughtons; (2) the alleged implied term was inconsistent with the contract and leading authority and could not be implied; (3) the attempt to relitigate issues already decided by the High Court and Court of Appeal amounted to a collateral attack and abuse of process. Costs awards including indemnity costs to Wright and scale 2B costs for the Broughtons payable by Wyatt were justified.
8 May 2012

KEMAL LINCOLN COX V KASTOS ACQUISITIONS LIMITED HC WN CIV 2011-485-002534

Citation

openlaw-ca64cfaf_fa14_4e61_8c53_c5bbebf0de24.pdf
Court

High Court

Telecom records established the applicant's cancellation facsimile was 'effected' at 12:02pm before the respondent's confirmation at 12:03pm; under the contract facsimile service is deemed effective when sent, therefore the contract was validly cancelled and the respondent's caveat was unjustified, warranting removal.
9 Mar 2012

SINGH & ANOR V RUTHERFORD & ANOR HC AK CIV 2011-404-005865

Citation

openlaw-d3d6d10a_181e_4c25_b450_c6c20f2b00f0.pdf
Court

High Court

The appeal is allowed: an express contractual warranty cannot be defeated merely by a purchaser's limited or inadequately conducted due diligence where the due diligence clause was for the purchaser's benefit and could be waived and where the specific condition clause did not expressly require verification of the warranted matter; contributory negligence was not available where negligence was not pleaded; the matter is remitted to the District Court to determine causation and quantum of damages flowing from the breach of warranty.
26 Aug 2010

LA ROSA & ANOR V MACENNOVY TRUST LIMITED HC AK CIV 2009-084-000053

Citation

openlaw-1f519053_7204_4e45_be3c_801ac09a7577.pdf
Court

High Court

Clause 17 was construed as a purchaser‑benefit subjective satisfaction clause (effectively an option) allowing the plaintiffs to cancel on subjective grounds within the due diligence period; there were no genuine factual issues preventing summary determination and the defendant's proffered defences (no consideration for extension, implied good faith breach, misrepresentation) were not arguable on the evidence, therefore summary judgment for return of the deposit with interest was appropriate.