20 Dec 2018
THE MALTHOUSE LIMITED v RANGATIRA LIMITED [2018] NZCA 621
- Citation
- [2018] NZCA 621
- Court
- Court of Appeal
Clause 9.8 is to be construed on its natural and ordinary meaning as an independent trigger for contingent payments upon an Exit event valuing the business above $12,000,000 at any time; the absence of reference to the Contingent Sunset Date was deliberate in the context of the agreement, the background evidence did not establish a contrary objective intention, and it was inappropriate to imply a term limiting clause 9.8 to the Contingent Sunset Date under the BP Refinery test.