12 Feb 2018
DEPOT CORPORATION LIMITED v HOLLIS and NOONE [2018] NZHC 100
- Citation
- [2018] NZHC 100
- Court
- High Court
The court found the literal narrow interpretation of clause 10.4 (restricted to assignable contractual rights) produced an impractical and commercially incoherent result in the factual context; evidence of negotiations and drafts established a common continuing intention in 1994 that clause 10.4 should give Depot a right of first refusal over the substantive mining assets Depot had transferred to Mintago; the written clause failed to record that intention and could be rectified accordingly; equitable defences (entire agreement clause, alleged mere interpretative mistake, lack of outward expre…