Blight v Colville

[2025] NZCA 188

IN THE COURT OF APPEAL OF NEW ZEALAND

I TE KŌTI PĪRA O AOTEAROA

 CA624/2023
 [2025] NZCA 188

BETWEEN	PETER JONATHON BLIGHT Appellant
AND	MATHEW ROBERT COLVILLE First Respondent ADAM KEITH COLVILLE Second Respondent

Hearing:	12 February 2025
Court:	Cooke, Hinton and Woolford JJ
Counsel:	A D Marsh for Appellant A R B Barker KC and H P Short for First Respondent
Judgment:	23 May 2025 at 2.30 pm

JUDGMENT OF THE COURT

A        The appeal is dismissed.

BThe appellant must pay the first respondent costs for a standard appeal on a band A basis and usual disbursements.  We certify for second counsel.

____________________________________________________________________

REASONS OF THE COURT

(Given by Cooke J)

Table of Contents

Para No
Background  [2]
First issue:  was Adam’s breach induced by Peter?  [22]
Second issue:  did Peter intentionally induce the breach?                   [26]
      Assessment  [29]
Third issue:  was loss proved?  [36]
      Assessment  [39]
Fourth issue:  measure of damages  [43]
      Assessment  [47]
Result  [58]

1. The appellant appeals from a judgment finding him liable to the first respondent for $126,000 and interest for inducing a breach of restraint of trade obligations given in favour of the first respondent by the second respondent.[1]  The appellant challenges four findings of the High Court, namely:

   (a)that he induced the second respondent to breach the restraint of trade;

   (b)that he intended his actions to induce the second respondent to so breach the restraint;

   (c)that the first respondent suffered loss as a consequence; and

   (d)the quantification of that loss.

Background

[1]Colville v Colville [2023] NZHC 2659 [judgment under appeal].

1. The primary factual findings of the High Court Judge are not in dispute. 

2. The first respondent (Mathew) and the second respondent (Adam) are brothers.  For a number of years they operated a house building business on the West Coast of the South Island under a franchise agreement with Deacon Holdings Ltd, trading as G J Gardner Homes.  This involved two companies, Housing West Coast Ltd which owned the building franchise, and Colville Developments Ltd, which was a separate entity that owned the land on which the houses were built.  The houses were then sold as a land and house package.  In October 2020 Mathew purchased Adam’s share of this business after they fell out.  The falling out arose after Adam had personal difficulties which came to the attention of G J Gardner Homes. 

3. Housing West Coast Ltd was valued and under the sale and purchase agreement, Mathew purchased Adam’s 50 per cent share for $1.062 million.  The primary value of the business was assessed to be in its goodwill.  The agreement included restraint of trade clauses in the following terms:

   1.        THE Vendor covenants with the PURCHASER that he will not directly or indirectly be engage, participate in or have any direct or indirect interest whether as an owner, partner, director, shareholder, officer, employee, agent, consultant, representative, contractor or sub-contractor or in any other capacity in the business detailed in the schedule in competition with Housing West Coast Limited.

   2.        This restraint as…