New Zealand Case Law: Decisions & Judgments

Topic

Intention to be bound

Legal area

Court

7 Jul 2021

INSPIRE HOLDINGS LTD v JSM PROPERTIES LTD [2021] NZHC 1688

Citation

[2021] NZHC 1688
Court

High Court

No reasonably arguable legally binding agreement existed on either 8 January 2021 or 11 January 2021 because the GST description was an objectively essential outstanding term and the parties did not demonstrate a mutual intention to be immediately bound; the vendor's earlier offer had lapsed and required re-signature to be revived, so no equitable interest existed to support the caveat.
10 Jul 2015

SCHULZ v MCARTHUR RIDGE INVESTMENTS LTD [2015] NZCA 298

Citation

[2015] NZCA 298
Court

Court of Appeal

The emails did not themselves conclude a binding settlement of the winery litigation; however, objectively the parties intended to be legally bound to follow the multi‑step process set out in the signed emails. That process contract is enforceable and sufficiently certain in its material terms (notably the $30,000 payment and the objectively ascertainable range for legal costs) but any settlement of the winery litigation was conditional on completion of the steps under the first and second headings; therefore no concluded settlement had been achieved and the appeal was dismissed.
18 Nov 2013

KYOTO TRUSTEE LIMITED v ANNIK NEW PLYMOUTH LIMITED [2013] NZHC 3050

Citation

[2013] NZHC 3050
Court

High Court

Leave to amend was granted to add the defence that the parties did not intend to be bound until formal documents were signed (unopposed), and refused to add the Property Law Act ss 24 and 27 defence because allowing it would cause unacceptable delay and prejudice to the plaintiff given the procedural history and dilatoriness.
9 Sept 2009

GENERAL DISTRIBUTORS LIMITED V HAILES & ORS HC NWP CIV 2008-443-000286

Citation

openlaw-0c350d4f_1e2f_4e97_a173_e1a6cbadd31d.pdf
Court

High Court

The emails did not objectively show an intention to be immediately bound and the parties expressly contemplated a formal signed lease; the parties had not agreed essential terms (notably the overall rent and the capitalisation rate or a binding mechanism to determine the lessor's contribution) and those gaps were too wide for the court to fill; there was no ostensible authority for Mr Young to bind Mr Hailes; s2(2) Contracts Enforcement Act requirements were not satisfied. Therefore the plaintiff's claim cannot succeed and summary judgment for the defendant was appropriate.
19 Mar 2009

RAWSON V ARYMOWICZ HC AK CIV 2009-404-340

Citation

openlaw-803b43fc_82a9_4cfd_b641_3c25a7564035.pdf
Court

High Court

The court found the applicant did not meet the high evidential threshold for part performance or show the parties intended to be legally bound before signing; the alleged acts (instructions to transfer and delayed remittance) were consistent with performance under the written terms and were insufficiently unequivocal to displace the requirement of a written contract, therefore specific performance was refused and the caveat removed.
11 Dec 2007

SMADA GROUP LIMITED AND ANOR V MIRO FARMS LIMITED CA CA189/06

Citation

openlaw-c1e5097c_5b89_4949_b373_40f87cec1ac1.pdf
Court

Court of Appeal

The appeal was dismissed because there was insufficient evidence to displace the ordinary inference in land sale negotiations that the parties intended to be bound only upon execution of the altered written agreement by both vendor and purchaser; Smada's signing alone created an offer requiring acceptance by Miro, which did not occur, so no binding contract arose.

New Zealand Case Law

INSPIRE HOLDINGS LTD v JSM PROPERTIES LTD [2021] NZHC 1688

SCHULZ v MCARTHUR RIDGE INVESTMENTS LTD [2015] NZCA 298

KYOTO TRUSTEE LIMITED v ANNIK NEW PLYMOUTH LIMITED [2013] NZHC 3050

GENERAL DISTRIBUTORS LIMITED V HAILES & ORS HC NWP CIV 2008-443-000286

RAWSON V ARYMOWICZ HC AK CIV 2009-404-340

SMADA GROUP LIMITED AND ANOR V MIRO FARMS LIMITED CA CA189/06