Dwan v Trufa Aotearoa Limited - [2025] NZHC 1175

IN THE HIGH COURT OF NEW ZEALAND CHRISTCHURCH REGISTRY

I TE KŌTI MATUA O AOTEAROA ŌTAUTAHI ROHE

CIV-2025-409-145

[2025] NZHC 1175

BETWEEN
CATHERINE KAREN DWAN AND

MATTHEW STEPHEN DWAN as trustees of the Valiant Pistoleros Trust

Applicants

AND

TRUFA AOTEAROA LIMITED

Respondent

Hearing: 29 April 2025

Appearances:

S D Campbell and J Muirson for Applicants M D W King and A Gantumur for Respondent

Judgment:

15 May 2025

JUDGMENT OF MANDER J

This judgment was delivered by me on 15 May 2025 at 3 pm pursuant to Rule 11.5 of the High Court Rules 2016

Registrar/Deputy Registrar Date: .

DWAN v TRUFA AOTEAROA LIMITED [2025] NZHC 1175 [15 May 2025]

[1] The applicants, Catherine and Matthew Dwan (the Dwans), in their capacity as trustees of the Valiant Pistoleros Trust (the landlord), seek an interim injunction to prevent the removal of items by the respondent, Trufa Aotearoa Ltd (the corporate lessee), following the termination of a lease. The parties are in dispute about the ownership of various assets situated at a horticultural nursery in Rangiora. An urgent without notice interim injunction was granted by Eaton J to prevent the corporate lessee removing or continuing to remove the disputed items.1 The lessee opposes the continuation of the injunction and has further applied for it to be set aside on the grounds of material non-disclosure.

Background

[2] The corporate lessee was originally incorporated by the Dwans under the name “the New Zealand Truffle Company Limited” (NZTC) for the purpose of developing a truffle nursery on land owned by the Dwans’ trust. NZTC later changed its name to Trufa Aotearoa Ltd.

[3] In 2021, the Dwans were introduced to Mr Albrecht Eingaertner and, in March the following year, they agreed a heads of agreement which provided for Mr Eingaertner’s company to purchase a minority shareholding in the corporate lessee, that was used as the vehicle for a joint venture between the Dwans and Mr Eingaertner. In January 2023, the landlord and the corporate lessee entered into a lease in respect of the premises which was the site of the truffle nursery operation. The lease, which was for a five-year period with no rights of renewal, was backdated to commence on 1 April 2022.

[4] Earlier, in July 2022, Mr Eingaertner (via his company, the corporate lessee) and the Dwans (by way of a corporate trustee) had entered into a shareholders agreement that recorded details regarding the ownership and operation of the corporate lessee and the relationship between the shareholders (the shareholders agreement). The business of the lessee was defined in that agreement as the development of a general horticultural business, including the growing, marketing and sale of truffles.

1 Dwan v Trufa Aotearoa Ltd [2025] NZHC 756.

[5] A dispute arose, essentially between the Dwans and Mr Eingaertner, about the shareholders agreement. This was resolved by agreement on 20 February 2024, to which the corporate lessee, Mr Eingaertner, and the Dwans were parties (the settlement agreement). As a result of the settlement agreement,…

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.

Keep reading for free

Create a free CaseChat account to read Dwan v Trufa Aotearoa Limited and more:

Read every judgment in full
Ask AI and get answers linked to paragraphs
See how each paragraph was cited in later cases
Download judgments as PDF or Word

Continue with Google

One click creates your free account or signs you in.

By continuing you agree to the Terms and Privacy Policy.

Details

Case: [2025] NZHC 1175
Decision Date: 15 May 2025

CaseChat Overview and Summary

The High Court of New Zealand was asked to decide whether the landlord, the Dwans, could stop the corporate lessee, Trufa Aotearoa Limited, from removing items from the leased premises following the termination of a lease. The Dwans claimed ownership of various assets on the property and sought to prevent their removal by the lessee, arguing they constituted fixtures affixed to the property. The lessee argued that the disputed assets were its property and that they could be removed under the terms of the lease. The lessee further argued that the landlord had not acted in good faith when seeking an urgent interim injunction because it had failed to disclose relevant information, including a settlement agreement.

The court found that the landlord had breached its duty of candour by failing to disclose the settlement agreement when applying for the interim injunction. However, the court determined that the failure to disclose did not warrant the setting aside of the interim injunction, as the landlord's application was effectively being heard de novo and the application for interim relief was being considered on its merits.

The court assessed whether there was a serious question to be tried and found that there was a triable question regarding the ownership of the disputed assets. However, the court was not satisfied that the landlord had a real prospect of succeeding in the substantive action. The court also considered the balance of convenience and found that damages would likely be an adequate remedy for any loss caused by the removal of the disputed assets. The court ultimately decided that the interim injunction should be modified to prevent only the removal of two categories of assets: the hubs constructed on concrete foundations and the two shade houses built on concreted wooden posts. The modified interim injunction was to remain in place pending further order of the Court and the completion of the arbitration process.

Orders