Broadwith v Grampians Station Limited - [2024] NZHC 2363

IN THE HIGH COURT OF NEW ZEALAND CHRISTCHURCH REGISTRY

I TE KŌTI MATUA O AOTEAROA ŌTAUTAHI ROHE

CIV-2023-409-77

[2024] NZHC 2363

IN THE MATTER of breach of contract

BETWEEN

ELIZABETH JANE CHAPMAN- BROADWITH

Plaintiff/Respondent

AND

GRAMPIANS STATION LIMITED

Eighth Defendant/Applicant

Hearing: 30 July 2024

Appearances:

B G Walker and A M Hutton for Plaintiff/Respondent J M McGuigan and T S Burtenshaw for Eighth Defendant/Applicant

Judgment:

22 August 2024

JUDGMENT OF ASSOCIATE JUDGE LESTER

CHAPMAN-BROADWITH v GRAMPIANS STATION LIMITED [2024] NZHC 2363 [22 August 2024]

[1] ‘Grampians’ is the name of a high country farm near Tekapo. Grampians was, prior to 2017, owned by a family partnership in which the plaintiff/respondent, Elizabeth Chapman-Broadwith (Elizabeth) held a 6.67 per cent interest. One branch of the family (the Hopes) held a 45 per cent interest and wished to buy the Grampians.

[2] Elizabeth, as part of agreeing to the sale by the partnership, negotiated the ability to buy a parcel of Grampians land. That agreement is called the Heads of Agreement and is dated 29 August 2017. The Hopes incorporated Grampians Station Limited (GSL) to complete the purchase from the partnership pursuant to a contract also dated 29 August 2017. GSL settled the purchase on 24 July 2018 and Elizabeth received her share of the purchase price as a selling partner.1

[3] The Heads of Agreement provided that Elizabeth could select one of four parcels of land to purchase.

[4] Ultimately, Elizabeth opted to acquire what is referred to in the Heads of Agreement as “Red Land and RS31880” (the Red Land). Elizabeth selected the Red Land towards the end of 2021 and as required by the Heads of Agreement, GSL entered into an agreement for sale and purchase with Elizabeth, which is dated 10 November 2021 (the contract).

[5] Elizabeth’s sale and purchase agreement for the Red Land contained a LIM condition. Elizabeth had until 24 November 2021 to satisfy that condition. On 30 November 2021, Elizabeth’s solicitor, by email to GSL’s solicitor, sought an extension to satisfy the LIM condition, to which there was no reply. There was no further communication between Elizabeth’s solicitor and the solicitor acting for GSL

1 GSL had not been incorporated at the time of the Heads of Agreement. The Heads of Agreement is signed by partners who were previously the first to seventh defendants in this proceeding. As a result of an issues conference where GSL accepted it was bound by the terms of the Heads of Agreement, it was accepted there was no point retaining the first to seventh defendants and the proceeding was discontinued against them. GSL accepts it is bound by the Heads of Agreement based on the pleading of an implied term to that effect. Elizabeth’s position in respect of the present application is in no way prejudiced by the removal of the signatories to the Heads of Agreement (the first to seventh defendants) as parties to this proceeding.

between the request…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

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Details

Case: [2024] NZHC 2363
Decision Date: 22 August 2024

CaseChat Overview and Summary

The case Broadwith v Grampians Station Limited [2024] NZHC 2363, heard in the High Court of New Zealand, Christchurch Registry, involved a dispute between Elizabeth Jane Chapman-Broadwith and Grampians Station Limited (GSL) regarding the sale of a parcel of land known as the Red Land. The central legal issues revolved around whether GSL had validly avoided a contract for the sale of the Red Land and whether Elizabeth had any further rights under the Heads of Agreement.

Elizabeth argued that GSL's avoidance of the contract was invalid due to several reasons, including a lack of communication after her request for an extension to satisfy a Land Information Memorandum (LIM) condition, an alleged waiver of the LIM condition, and that GSL could not avoid a condition that was for Elizabeth's sole benefit. Elizabeth also contended that the Heads of Agreement entitled her to a new contract for the Red Land.

The court found that GSL's avoidance of the contract was valid as Elizabeth had not satisfied the LIM condition or waived it, and the contract terms allowed for avoidance. The court further ruled that the Heads of Agreement had been discharged by performance when GSL entered into the contract for the Red Land, and Elizabeth had no further rights under that agreement. The estoppel claim was also dismissed as it lacked the necessary specificity and was not supported by GSL's conduct.

Consequently, the court granted summary judgment in favour of GSL, dismissing all of Elizabeth's claims. The court ordered that costs should follow the event, with memoranda to be filed within 10 working days if counsel could not agree on costs.

Orders