Estate of Maniapoto v Te Nehenehenui Trust on behalf of Maniapoto Maori Trust Board

[2025] NZHC 2363

IN THE HIGH COURT OF NEW ZEALAND HAMILTON REGISTRY

I TE KŌTI MATUA O AOTEAROA KIRIKIRIROA ROHE

CIV-2021-419-254

[2025] NZHC 2363

UNDER

Section 12 of the Senior Courts Act 2016 and Part 18 of the High Court Rules 2016

IN THE MATTER

of breach of fiduciary relationship or obligation and estoppel

BETWEEN

ESTATE OF HAROLD TE PIKI KŌTUKU MANIAPOTO

Plaintiff

AND

TE NEHENEHENUI TRUST on behalf of MANIAPOTO MAORI TRUST BOARD

Defendant

Hearing:

30 June 2025, 1 and 2 July 2025

Appearances:

D E Maniapoto for plaintiff

M K Mahuika, T N Hauraki and R E Morar for defendant

Date of judgment:

20 August 2025

JUDGMENT OF JAGOSE J

This judgment was delivered by me on 20 August 2025 at 3.30pm.

Pursuant to Rule 11.5 of the High Court Rules.

………………………… Registrar/Deputy Registrar

Counsel/Solicitors:

M K Mahuika, Barrister, Wellington Maniapoto Law Ltd,  Kihikihi Kāhui Legal, Wellington

Copy to:
Crown Law, Wellington

MANIAPOTO v TE NEHENEHENUI TRUST on behalf of MANIAPOTO MAORI TRUST BOARD [2025] NZHC 2363 [20 August 2025]

[1]    As  chairperson  of   Te   Kawau   Mārō,   Harold   Maniapoto   claims   the  Te Nehenehenui Trust is liable for its predecessor Maniapoto Maori Trust Board’s (the Board) alleged breach  of  fiduciary  duties  owed  to  him  and  Te  Kawau  Mārō.1  Te Kawau Mārō is an unincorporated entity comprising its members, including the Board.

[2]    Mr Maniapoto now has died. I offer the Court’s condolence to his survivors. During his life, Mr Maniapoto pursued longstanding personal and representative grievances as to the individual and cumulative effect of the Crown’s breaches of the Treaty of Waitangi and its principles affecting the economic, physical, cultural and spiritual well-being of Ngāti Maniapoto. Those grievances now are acknowledged, and the historical claims raised by Maniapoto or representative entities settled, in terms of the Maniapoto Claims Settlement Act 2022 (the 2022 Act).

Background

[3]Section 8 of the 2022 Act summarises the historical account as follows:

(1)    In 1840, Ngāti Maniapoto rangatira signed te Tiriti o Waitangi/the Treaty of Waitangi. They represented a strong, independent iwi with expanding trade connections among the growing Pākehā population. In the 1850s, Ngāti Maniapoto became committed supporters of the Kīngitanga. Maniapoto took up arms in its defence in 1863 when Crown forces invaded the Waikato and also had previously sent forces to fighting in Taranaki.

(2)    Under the leadership of Rewi Maniapoto and others, Ngāti Maniapoto fought Crown troops in several engagements, including at Meremere, Pāterangi and Ōrākau. Ngāti Maniapoto people were also present at the unfortified village of Rangiaowhia when Crown forces attacked and non- combatants were killed.

(3)    After Ōrākau, Ngāti Maniapoto were forced to withdraw across the Pūniu River. Many Ngāti Maniapoto lives were lost during the conflict and the Crown confiscated land at the edge of their rohe. Despite these hardships, Ngāti Maniapoto welcomed into their rohe those who had been displaced by the conflict and extensive confiscation in Waikato and Taranaki, including King Tāwhiao. This put significant strain on their resources.

(4)    After the war, Ngāti Maniapoto established an aukati around their territory to preserve their rangatiratanga and mana motuhake over their remaining land. No Pākehā could pass into these lands without permission. During this time, rangatira continued to seek the Crown’s recognition of their authority over their land.

1      Trial proceeded on the basis of a third amended statement of claim dated 25 June 2025, which omitted prior claims of estoppel.

(5)    Between 1883 and 1885, the Crown and Ngāti Maniapoto negotiated Te Ōhākī Tapu. This was a series of agreements and assurances through which Ngāti Maniapoto sought Crown recognition of their mana whakahaere over their lands and peoples, and in return agreed to lift the aukati and allow the construction of Te Ara-o-Tūrongo (part of the North Island Main Trunk railway line) to proceed through their territory.

(6)    Following the survey of the North Island Main Trunk railway line, the Native Land Court began to hold hearings in Te Rohe Pōtae. Ngāti Maniapoto resisted and then strove to influence court processes while the court converted their tribal territory into individualised land holdings. In 1890, the Crown began to purchase these individual interests. The Crown’s aggressive purchasing tactics eventually overcame the opposition of many Ngāti Maniapoto to land sales.

(7)    In 1904, Te Kawenata o Ngāti Maniapoto, a document which emphasised tribal unity based on the preservation of their Māoritanga and Ngāti Maniapoto rangatiratanga, was signed. Ngāti Maniapoto entered the twentieth century with the same determination to preserve their authority that had marked their previous engagement with the Crown.

(8)    Ngāti Maniapoto tried to develop their economy and what land they had managed to retain. However, individualisation of land tenure and statutory provisions for the administration of Māori land in the twentieth century made this difficult. Despite purchasing large tracts of land, the Crown compulsorily took significant areas for public works, including the Tokanui Mental Hospital and Waikeria Prison. By 1935, only 24% of land in Te Rohe Pōtae remained in Māori ownership. The New Zealand economy has benefited greatly from the exploitation of resources in the Ngāti Maniapoto rohe, which has suffered much environmental damage.

(9)    Since 1840, Crown acts and omissions have had a severe impact on the social and economic well-being of the iwi as well as their tribal identity. In the face of this, Ngāti Maniapoto have persistently called for the maintenance and recognition of their rangatiratanga and mana whakahaere, guaranteed to them by te Tiriti o Waitangi/the Treaty of Waitangi and Te Ōhākī Tapu.

[4]    Although oral evidence was given at trial, its factual foundation largely relied on documents referred to in Mr Maniapoto’s affidavits sworn or affirmed in support of his interlocutory application for an interim injunction. The application was dismissed by Ian Gault J.2 I adopt that judgment’s articulation of the proceeding’s background:

[4]   Mr Maniapoto, of Ngāti Te Uaki, Ngāti Te Maawe (ki Mangatoatoa) and Ngāti Paretekawa ki Mangatoatoa, of the Ngāti Te Kanawa section of Maniapoto, Mangatoatoa Pā, Te Awamutu, has filed affidavits in support of the applications. In summary, his evidence is as follows.

[5]   He is the lead claimant in Wai 800, lodged with the Waitangi Tribunal on behalf of all Maniapoto descendant whānau and hapū, and the WAI 2013,

2      Maniapoto v Maniapoto Māori Trust Board [2022] NZHC 455 at [69]. Section 218 of the 2022 Act enables this proceeding to be continued against the Te Nehenehenui Trust.

2915, 2313, 2314, and other claims lodged on behalf of Ngāti Paretekawa, Ngāti Rangiwaero-Ngutu, Ngāti Te Uaki, Ngāti Te Maawe, and associated hapū, all within the Maniapoto ki Te Raki tribal district.

[6]   He is the chairman of the roopu Maniapoto ki Te Raki (MKTR). MKTR is the Treaty claims/settlement body established for the purpose of co- ordination and organisation of hapū and individual claims in the Waitangi Tribunal’s Te Rohe Pōtae Inquiry, concerning their lands and interests in the Northern district of Ngāti Maniapoto from the Waipa River in the south to Nukuhau in the north, and Pirongia in the west to Rangitoto- Wharepuhunga in the east. Mr Maniapoto was elected chairperson of MKTR in 2007.

[7]   Mr Maniapoto is also one of the MKTR mandated representatives, and chairman of the Te Kawau Mārō (TKM) Mandate Body that was established to seek a mandate and negotiate a settlement for Maniapoto, Rereahu, Te Ihingarangi and other iwi and hapū including Ngāti Apakura interests in the Rohe Pōtae. TKM is the grouping that the communities identified as being authorised to negotiate the claims against the Crown.

[8]   In accordance with their tikanga, MKTR rangatira have authority and the mandate to represent the claimant groups and hapū within the MKTR region.

[9]   Mr Maniapoto’s engagement and representation in this claim stems from his long-standing service as an uri of Maniapoto, and through the recognition of MKTR as a representative body of the hapū and claimant groups within its region. He says it was also illustrated in the Te Rohe Pōtae Inquiry, in particular through the progression of the WAI 800 claim that was filed for the benefit of all of Ngāti Maniapoto.

[10]   In 2013, Maniapoto hapū and claimant cluster groups and [the Maniapoto Māori Trust Board (MMTB)] commenced discussions regarding the establishment of a body to represent Maniapoto in settlement negotiations. They prepared a memorandum of understanding signed on 3 July 2013 (MOU) to govern the way they would act with one another in the Maniapoto settlement negotiations. The MOU stated their purpose was to complete the preparation and implementation of a Crown approved Maniapoto Mandate Strategy until the mandated body decided the group was no longer required. Mr Maniapoto says they did this to ensure that they all acted together as one on behalf of all WAI claimants, hapū and Maniapoto and to ensure that there was only one large natural group (LNG) which the Crown wanted as a body to negotiate with.

[11]   In mid-2013, the Crown commenced formal engagement with the group to develop and complete the mandate strategy process.

[12]   In 2014, MMTB, Kaunihera Kaumātua o Maniapoto, and the hapū and claimant community representatives established the Maniapoto Mandate Strategy Group (MMSG) to complete the preparation of a Maniapoto mandate strategy.

[13]   MMSG formed the TKM Mandate Body as the recognised body to receive mandate and negotiate and settle all treaty claims for Maniapoto, Rereahu and Te Ihingarangi in Te Rohe Pōtae and Maniapoto LNG.

[14]   MMSG and TKM signed a governance statement on 19 January 2015 addressing the governance, consultation and decision-making processes

of TKM. This indicated TKM was to work on behalf of all Maniapoto and was to hold the mandate.

[15]   After the funding agency, Crown Forestry Rentals Trust (CFRT), agreed to resource the TKM mandate process, TKM sought to engage someone to provide administrative and project management services for it. On confirmation by CFRT in April 2015, Mr Maniapoto signed a formal service level agreement (SLA) with MMTB to provide administration support, project and financial management to TKM.

[16]   The Crown, through the Office for Treaty Settlements (OTS), and CFRT recognised and endorsed TKM as the body to progress mandate and treaty settlement in the Maniapoto LNG from 2013 to 2016. Mr Maniapoto states that he, TKM and MKTR trusted MMTB implicitly to act in the best interests of TKM who led the Maniapoto settlement from 2013 to 2016.

[17]   However, on 25 January 2016, MMTB announced without warning that it intended to immediately withdraw participation of its two appointed members from TKM, suspend the SLA immediately and take over the lead role of seeking mandate and settlement for Maniapoto treaty claims in the Maniapoto LNG.

[18]   Thereafter, TKM received a letter from CFRT outlining concerns that TKM would no longer be able to maintain approved client status through CFRT as a result of MMTB’s actions. CFRT subsequently brought District Court debt claims against individuals including Mr Maniapoto, which were ultimately settled.

[19]   Although at least 10 meetings were held over the following months, MMTB maintained its purpose to be the sole and lead authority for any mandate and settlement for Maniapoto. Despite this, TKM sought to continue to engage with Crown officials from OTS. OTS advised TKM that they would step back from discussions concerning the Maniapoto mandate representation issue until Maniapoto had settled its representation issues with MMTB. On 9 September 2016, TKM received a letter from OTS advising that they were no longer working with TKM toward a Crown endorsed mandate.

[20]   Despite subsequent hui said to be opposed to an MMTB mandate, MMTB continued discussions with the Crown. On 14 December 2016, the Crown recognised a deed of mandate submitted by MMTB.

[21]   Since the claimant and hapū community, and their mandated representatives, were advised of the Crown’s preference to work with MMTB rather than the hapū representative body, all approaches by hapū and claimants for withdrawal from, or change to, the mandate and mandate strategy have been rejected by MMTB.

[22]   All efforts have failed including the Waitangi Tribunal urgency inquiry of MMTB’s mandate. I interpolate that the Tribunal carried out an urgent inquiry into the Crown’s recognition of MMTB’s mandate to negotiate the Ngāti Maniapoto settlement following applications made in 2017. The Tribunal reported in December 2019.3 It found that the Crown’s recognition of MMTB’s mandate was reasonable given its level of support, infrastructure and extensive involvement in previous settlements. The Tribunal considered it was also reasonable due to the

3      Waitangi Tribunal The Maniapoto Mandate Inquiry Report (Wai 2858, 2020).

lengthy discussions, conducted in good faith, with TKM for over 20 months. However, the Tribunal found that aspects of the Crown’s process in recognising MMTB’s mandate were not fair nor undertaken in good faith. The Tribunal found that MMTB’s deed of mandate was largely adequate and, provided that the Crown provides distinct recognition to certain hapū and amends aspects of the withdrawal mechanism, fit for the purpose of negotiations. The Tribunal made a number of recommendations to remedy or mitigate the claimants’ prejudice.

[23]   On 30 September 2021, Mr Maniapoto was advised that MMTB’s ratification voting results were accepted by the Crown.

[24]   On 24 October 2021, Mr Maniapoto was advised that MMTB intended to sign the deed of settlement within a day or hours in a private signing, which he considered to be a departure from the iwi signing that normally takes place at Parliament with the apology from the Crown.

[25]   This proceeding followed …

[5]                  The Waitangi Tribunal report also provides helpful context:4

The Ngāti Maniapoto area of interest, or rohe, … stretches from Whāingaroa Harbour south to northern Taranaki and inland to the Waikato River and Taumarunui.

Ngāti Maniapoto emerged as an iwi following the landing of the Tainui waka. From that period, hapū now associated with Ngāti Maniapoto intermingled in the territory running from Mōkau in the south to Kāwhia and other parts in the north, and with other Tainui-descended groups (now more commonly associated with Waikato-Tainui) and Ngāti Raukawa to the east. They also shared spheres of influence with non-Tainui-descended groups in the south- east, such as Ngāti Tūwharetoa. Prior to 1840, Māori in the region had developed a dynamic society governed by whakapapa and tikanga.

While Maniapoto is recognised as the eponymous ancestor of Ngāti Maniapoto…, some Te Rohe Pōtae iwi and hapū … trace their descent from Maniapoto’s father, Rereahu; his older brother, Te Ihingārangi; and Te Io Wananga, “widely considered a child of Rereahu”, a younger sibling of Maniapoto. Others, such as Ngāti Apakura, share historical interests and relationships in the rohe, stemming primarily from displacement arising from war and raupatu in the nineteenth century. …

Census data provides a good indicator of the Ngāti Maniapoto population today. According to the 2013 census, 35,358 people identify as being of Ngāti Maniapoto descent, with fewer than 10 per cent of this population residing within the Ngāti Maniapoto rohe.

[6]                  For admission by agreement under s 9 of the Evidence Act 2006, the parties have agreed the following evidence:

The Maniapoto Māori Trust Board (MMTB) was established pursuant to the Maniapoto Māori Trust Board Act 1988, which came into force on 18 January 1989.

4      At 3.

[In 2005, the] Crown Forestry Rentals Trust (CFRT) with the assistance of the Maniapoto Māori Trust Board engaged two facilitators to carry out a survey which provided data on Maniapoto claimant numbers, their locations and whether they were ready to invite the Waitangi Tribunal to enquire into their grievances.

As a result of the survey, the claimants indicated they were ready to proceed. In January 2006, Maniapoto Treaty Claims Interim Steering Committee (MTCIS) was formed.

The membership of the MTCISC comprised of the chairpersons of seven (7) established claimant cluster groups and seven (7) representatives from the Maniapoto Māori Trust Board.

A strategic plan document was completed and presented to a Maniapoto Hui- Ā-Iwi in August 2006 and received unanimous support by those in attendance. The Strategic Plan identified key objectives for Maniapoto claimants. The MTCISC was then tasked to complete an implementation plan setting out how the strategic plan would be implemented.

[The] Maniapoto Treaty Claims Implementation Plan prepared by MTCIS[C] to achieve a deed of settlement for Maniapoto Treaty claims proposed the following regional cluster groups: Maniapoto ki te Raki (MKTR); Maniapoto ki Waenganui; and Maniapoto ki te Tonga (MkTT). In addition, two representatives from MMTB formed part of the coordination forum. The Implementation Plan was endorsed by Maniapoto at Hui-Ā-Iwi on 15 September 2007.

[On or around 2008, the] Maniapoto Claims Coordination Committee (MCC) [was established,] comprising: two representatives from each of the Ngāti Maniapoto Wai Claim regions (namely, MKTR, MkTT, Te Hauauru Claims Collective (THCC), Maniapoto Central Region (MCR), and Maniapoto ki Te Tonga Region; and two representatives from the MMTB.

The MMTB established He Anga Whakamua (HAW), a subcommittee of the MMTB, which ran a series of workshops for Maniapoto in 2011 and 2012 to discuss the next steps and timeframe for Maniapoto moving towards Treaty settlement.

On 12 June 2011, the MMTB met and passed the following resolution:

That Maniapoto Iwi by February 2012 with the leadership of the Maniapoto Maori Trust Board, will endorse a mandating strategy to facilitate the settlement of the Maniapoto Claims and Maniapoto interests in the Takutai Moana.

A draft mandate strategy was developed and presented to iwi for consultation and feedback at various hui that occurred in February and April 2012. In April 2012, the draft mandate strategy was submitted to the Office of Treaty Settlement (OTS) & Te Puni Kōkiri.

Following an MMTB Hui-Ā-Iwi, MMTB resolved to put the Maniapoto Mandate Strategy workstream on hold. This decision coincided with the imminent commencement of the Waitangi Tribunal Hearings for the Te Rohe Potae Inquiry District.

The Minister for Treaty of Waitangi Negotiations (MFTOWN), Hon Christopher Finlayson, and the Minister of Māori Affairs, Hon Pita Sharples, recognised Ngāti Maniapoto as a Large Natural Group (LNG) for the purpose of Treaty settlement negotiations.

[On 3 and 16 April 2013,] MMTB, HAW and MCC [met] to establish a joint working group to progress the Maniapoto mandate process.

[On 23 April 2013, an] appointed working party met to provide a draft MMS Steering Group Memorandum of Understanding (MOU) for consideration by the collective members of MMTB, HAW and MCC.

[On 14 May 2013,] MMTB, HAW and Te Kaunihera Kaumatua o Maniapoto (TKKoM) met to discuss establishment of Maniapoto Mandate Strategy Steering Group (MMSSG).

Between May 2013 and November 2014, a number of MMSSG meetings [occurred]. During these meetings, the MMSSG prepared successive drafts of [the] Maniapoto Mandate Strategy.

[On 21 May 2013, a draft] memorandum of understanding for the MMSSG and work plan for the Maniapoto Mandate Strategy [was] considered by the MMSSG.

[On or around 3 July 2013, the] MMSSG Memorandum of Understanding was signed, confirming that the MMSSG comprised the following representatives: the MMTB; representatives from each of the Ngāti Maniapoto Wai Claim regions (namely, THCC, MKTR, MCR, and MkTT; and TKKoM.

[On 27 September 2013,] TKKoM resolved to appoint two (2) representatives to Te Kawau Mārō (TKM).

[On 22 November 2013, the] MMSSG submitted a draft Maniapoto Mandate Strategy to the MFTOWN, Hon Christopher Finlayson, accompanied by a letter of endorsement from the MMTB [dated 19 November 2013].

[Over 2014 and 2015, a] number of TKM meetings occur[ed], as evidenced by the agenda and minutes prepared. During these meetings, TKM prepared successive drafts of Maniapoto Mandate Strategy.

[On 3 May 2014,] THCC resolved to appoint two (2) representatives to TKM.

[On 24 May 2014,] Maniapoto ki te Rohe Potae o Tuhua resolved to appoint two (2) representatives to TKM.

[On 27 May 2014,] MMTB [met and passed] resolutions:

That the MMTB appoints R Tiwha Bell & Daniel Te Kanawa as the representatives to the Te Kawau Maro (Maniapoto Mandate Body), the entity that will seek and hold the mandate to enter into negotiations with the Crown for the comprehensive settlement for the Maniapoto Historical Treaty Claims and breaches for the Treaty of Waitangi.

That the MMTB appointments of R Tiwha Bell & Daniel Te Kanawa as the representatives to the Te Kawau Maro (Maniapoto Mandate

Body) be presented to the Board Hui-a-iwi on the 8th June 2014 for validation.

[On 28 May 2014,] MkTT resolved to appoint two (2) representatives to TKM.

[On 31 May 2014,] MKTR resolved to appoint two (2) representatives to TKM.

[On 8 June 2014, the] MMTB and the Maniapoto Fisheries Trust [passed] the following resolution:

That the MMTB Hui-a-iwi validates the appointments of R Tiwha Bell and Daniel Te Kanawa as the MMTB representatives to the Te Kawau Māro (Maniapoto Mandate Body), the entity that will seek and hold the mandate to enter into negotiations with the Crown for the comprehensive settlement for the Maniapoto Historical Treaty Claims and breaches of the Treaty of Waitangi.

[On 30 July 2014, the] MMSSG [met] to discuss the provision and structure of CFRT funding.

[On 2 August 2014,] Ngāti Paretapoto and TMoRT resolved to appoint one (1) representative to TKM.

[On 20 August 2014, the] MMSSG [met] to discuss formal establishment of TKM for CFRT funding and Approved Client status.

On 1 October 2014, the MMSSG met to formally establish TKM. However, in November 2014, the Maniapoto Central Region Wai claimant cluster informed the MMSSG and MFTOWN of its interim decision to withdraw from the mandating process.

[Also on 1 October 2014,] TKM met and passed a number of resolutions relating to the operation of TKM (including resolutions relating to decision-making and elections).

[On 2 October 2014,] HAW [submitted the] Maniapoto Mandate Strategy draft v9d to OTS.

[By letters dated 13 October and 2 and 10 November 2014, the Maniapoto Central Region Wai claimant cluster notified] MMSSG/TKM and MFTOWN

… of its decision to withdraw from MMSSG/TKM.

[On 11 November 2014, the] CFRT confirmed that the Approved Client status is dependent on the Service Level Agreement between MMTB and TKM to provide Management and Administrative Services (SLA) and CFRT would be recommending Approved Client status approval on the basis of the signed SLA.

[On 12 November 2014,] TKM met to discuss [the] CFRT Eligibility & Capacity Application Form, draft Governance Statement and draft SLA.

[On 20 November 2014,] the CFRT [confirmed] Approved Client Status for TKM.

[On 15 December 2014,] TKM [met] to discuss [a] draft revised mandate strategy and draft Governance Statement.

[On 17 December 2014, the] OTS endorsed [the] draft mandate strategy and proceeded on the basis of opening a submissions period from 17 December to 8 February 2015, prior to any finalisation of the draft mandate strategy.

[On 19 January 2015, a] TKM/Maniapoto LNG Mandate Body Governance Statement (Governance Statement) signed by representatives of the following groups:5 MMTB; MKTR; MkTT; Maniapoto ki te Rohe o Tuhua; THCC; TKKoM; and Rereahu Wai Claims.

[On 19 January 2015, a] CFRT Funding Application [was] submitted by TKM to CFRT for total funding of $533,589, comprised of: $511,829.00 of operational funding; and $21,760.00 of specialist advice funding.

[On 18 February 2015,] TKM met to discuss CFRT funding benchmarks and MCR withdrawal from TKM.

[On 24 February 2015, the] CFRT [approved] the following funding for TKM:

$403,035.00 of operational funding; and $21,760.00 of specialist advice funding.

[On 26 February 2015,] TKM met to discuss funding for [the] mandate process and [a] draft SLA.

[On 27 February 2015, the] CFRT [wrote] to TKM [confirming] that it required [a] signed SLA before funding was to be disbursed.

[On 16 March 2015,] TKM [met] to discuss [an] updated budget for CFRT funding of $403,035.00 from March to October 2015.

[On 1 April 2015,] TKM [met]to discuss OTS funding, underwrite and Budget Holder protocols for MMTB.

[A]  CFRT Funding Contract (CFRT 2813) dated 1 April 2015 [was] signed on 15 June 2015.

[On 30 April 2015,] TKM [met] to discuss [the] draft SLA and Budget Holder protocols.

[Also on 30 April 2015, a] SLA [was] signed between MMTB and TKM for MMTB to provide administration support, project management and financial management services to TKM.

[On 25 May 2015,] TKM met to discuss requirements of CFRT Funding (including Budget Holder Protocols, CFRT Nominated Bank Account and Underwriting Agreement).

[On 10 June 2015,] TKM met with OTS to discuss progress with [the] mandate strategy.

5      [The parties noted], for completeness, that the Governance Statement included provision for representatives of Maniapoto ki Waenganui (that is, Maniapoto Central Region) to sign but this did not occur due to their withdrawal from the mandate process.

[On 8 July 2015, after a] TKM teleconference with OTS, … TKM [met] to discuss [a] legal entity “umbrella group”, Apakura and submissions.

[Also on 8 July 2015,] MMTB [wrote] to TKM regarding underwrite.

[On 14 July 2015,] TKM met with OTS to discuss progress with mandate strategy.

[On 12 August 2015,] TKM met with CFRT to discuss financial matters and CFRT Milestone Reporting.

[On 21 August 2015,] TKM[’s] Administrator and Project Manager[— respectively, Sonya Hetet and Janise Eketone], employed by MMTB[—]met with CFRT to discuss financial matters and CFRT Milestone Reporting.

[On 27 August 2015, TKM’s] Rawiri Bidois [responded] to Sonya Hetet’s [24 August 2015 reporting] email [to raise the] implications of funding on [OTS’s] mandate endorsement.

[On 28 August 2015,] … MMTB [wrote] to TKM requesting that the mandate process be paused.

[On 9 September 2015,] TKM met to discuss financial matters, “Maniapoto 2050” and CFRT Reports.

[There was correspondence dated 17 September and 15 and 21 October 2015] between TKM Administrator and Project Manager, both employed by MMTB, and OTS regarding progress of mandate and CFRT variation.

MMTB [wrote] to TKM [on 1 October 2015] outlining that “Maniapoto 2050” would occur from October to December 2015.

[On 13 October 2015,] TKM [Finance, Audit and Risk sub-committee (FAR)] met to discuss progress on mandate and CFRT financial matters.

[On 14 October 2015,] TKM met and adopted recommendation of TKM FAR to defer SLA monthly payment.

[By letters of 20 and 28 October 2015,] OTS [wrote] to TKM regarding mandate concerns and outstanding matters for resolution.

[On 9 November 2015,] TKM met to discuss progress on mandate and CFRT financial matters.

[Also on 9 November 2015,] CFRT 2813 Variation 1 (CFRT Variation) [was] signed to align specific milestones with [the] OTS work plan to October 2016.

[On 13 November 2015,] … TKM [responded] to OTS regarding [its] concerns with [the] mandate strategy.

[On 4 December 2015,] OTS [replied to] TKM regarding new workplan for progress on mandate to October 2016.

[On 11 December 2015,] MMTB [met] with MFTOWN to discuss Maniapoto 2050, mandate & settlement matters, increased MMTB representation on

TKM, and [the] Crown’s escalated timing of work programme for Maniapoto settlement.

[On 15 and 16 December 2015,] TKM [FAR] met to discuss financial matters and deferral of SLA payments.

[On 22 December 2015,] TKM [FAR] and MMTB met to discuss the SLA.

[On 23 December 2015,] [c]orrespondence between OTS and TKM regarding progress of mandate and outstanding matters in relation to this.

[On 14 January 2016,] TKM [FAR] met with Janise Eketone, TKM Project Manager, and Sonya Hetet, TKM Administrator, employed by MMTB, to discuss outstanding matters in order to progress mandate, including a recommendation to seek confirmation of deferment of SLA payments from MMTB pending completion of the mandate process.

[By letter dated 14 January 2016 to TKM,] MMTB [expressed] concern that TKM were not honouring payments against invoices issued for instalments under the SLA.

[By letter dated 18 January 2016 to MMTB, TKM accepted its] invitation to meet on 25 January 2016 and [proposed] that MMTB agree to underwrite TKM a total sum of $150,000.00 in order to progress the mandate process by December 2016.

[By email of 21 January 2016 to TKM, the OTS expressed concern] TKM was not appropriately accountable to Ngāti Maniapoto and that without certain matters being addressed, any mandate sought by TKM may not be recognised by the Crown. Further, OTS advised that Crown matrix funding (that is over

$100,000.00) would not be provided unless a mandate is recognised by Ministers. The Crown advised that TKM needed to reach agreement on a mandate strategy with OTS before commencing any mandate hui or seeking a mandate from the iwi.

[On 24 January 2016,] MMTB[’s] “Maniapoto Settlement Report” proposed the following options to consider regarding progress with mandate:

(a) continue to support TKM, with two (2) MMTB appointments; (b) MMTB continue support for TKM provided that: the mandate strategy is endorsed by OTS prior to any mandate implementation process; [and] the mandate process is paused until Crown endorsement of mandate strategy is achieved[;] (c) if option b fails, that: MMTB withdraws its reps from TKM; MMTB withdraws from the SLA and Budget Holder Agreement; MMTB informs the Crown of withdrawal from TKM and intent to re-start discussions with Wai Claimants and Iwi to form a new Representative body to seek mandate[; or] (d) MMTB casts vote of no confidence in TKM and withdraws total support to this body and advises the Minister that the MMTB will lead the Maniapoto Treaty Settlement process.

[On 25 January 2016,] TKM met and all of the members present supported proceeding to mandate immediately. In particular, TKM members considered the TKM Paper regarding Maniapoto Mandate Strategy Implementation.

On the morning of 25 January 2016, MMTB resolved that it was untenable to support TKM seeking mandate without the endorsement of the Crown. The

MMTB resolved that: MMTB required payment for outstanding fees owed under the SLA; all SLA services would be suspended until payment is received; MMTB withdraw from Te Kawau [Mārō]; MMTB would take the lead in progressing a Treaty settlement for Ngāti Maniapoto; and MMTB would work to include all Ngāti Maniapoto to achieve a Treaty settlement.

On the afternoon of 25 January 2016, MMTB met with TKM and advised the resolutions that the MMTB had reached. [Those formally were conveyed by letter of 27 January 2016.]

[On 29 January 2016, TKM met to discuss MMTB’s resolutions, and to mitigate SLA suspension and risks to mandate activities, and responded to MMTB’s resolutions, including a response to each resolution. TKM also then wrote] to OTS regarding outstanding matters for resolution in light of the Maniapoto Mandate Strategy.

[By letter dated 3 February 2016,] … MMTB [wrote] to OTS to advise of the resolutions reached by the MMTB on 25 January 2016.

[By letter dated 4 February 2016, MMTB invited] TKM to meet to discuss resolutions passed on 25 January 2016.

[By letter dated 5 February 2016, OTS wrote] to TKM regarding mandate strategy concerns and resolutions reached by the MMTB on 25 January 2016.

[On 9 February 2016,] TKM and MMTB met to discuss: (a) That MMTB require payment for outstanding fees owed under the SLA; (b) That all SLA services are suspended until payment is received; (c) MMTB withdrawal from TKM; and (d) MMTB take lead of progressing a Treaty settlement for Maniapoto.

[By letter dated 9 February 2016, copied to OTS, MMTB advised CFRT] of the resolutions reached by the MMTB on 25 January 2016.

[By letter dated 12 February 2016, the CFRT advised] TKM that suspension of [the] SLA constituted material change to capability requirement under clause 4.5 of CFRT 2813.

[By letter dated 13 February 2016 to the CFRT, TKM disputed] MMTB’s withdrawal, suspension of SLA and other concerns.

[On 15 February 2016,] TKM [FAR] met to discuss MMTB[’s] proposal to restructure TKM and implications for CFRT Approved Client Status.

[On 18 February 2016,] TKM met to discuss CFRT funding and suspension of services provided under the SLA.

[On 22 February 2016,] TKM and MCR met to discuss mandate strategy and MCR’s proposed re-engagement with TKM.

[On 29 February 2016,] MMTB met with [the] OTS to discuss the Ngāti Maniapoto Treaty settlement negotiations.

[On 2 March 2016,] TKM [FAR] met with [the] CFRT to discuss CFRT funding and suspension of services provided under the SLA.

[On 4 March 2016, the] TKM and MMTB Chairs met to discuss MMTB[’s] proposal for TKM restructure and implications of SLA suspension on CFRT funding[.]

[On 5 March 2016,] TKM [FAR met with] TKKoM … to discuss challenges to achieve mandate.

TKM’s Financial Report to 31 December 2015[, published 8 March 2016, confirmed] SLA arrears and payments.

[On 11 March 2016,] TKM met and discussed MMTB’s proposed increased representation and demand for payment under SLA and CFRT funding.

[On 18 March 2016,] TKM, MMTB and TKKoM met to discuss MMTB resolutions and proposal to restructure TKM and [the] Crown criteria to endorse mandate.

[On 24 March 2016,] MMTB’s Notice of Motion [revoked] resolution made on 25 January 2016.

[On 31 March 2016,] CFRT [gave notice] to TKM for breach of CFRT 2813 for lack of eligibility and capability (clause 13.1). In particular, CFRT noted that the suspension of the SLA constituted a material change in its capability.

[By letter of 4 April 2016, misdated 4 March 2016,6 MMTB advised TKM on 29 March 2016 it had revoked its] resolutions reached on 25 January 2016, except the SLA suspension, provided that Crown endorsement of mandate strategy, as agreed by TKM and MMTB, is achieved.

[From March to September 2016, including on 9, 27 and 29 April 2016,] MMTB and TKM repeatedly [met] to attempt to resolve MMTB’s suspension, withdrawal and taking lead without reaching a resolution.

[On 5 June 2016, the] TKM and MMTB Chairs [met] with Janise Eketone, MMTB CEO, to discuss MMTB[’s] proposal to restructure TKM for parties to consider.

[By letters dated 10 and 12 June 2016 to MMTB], TKM [addressed the] proposed MMTB representation on TKM.

[On 22 June 2016,] TKM and MMTB [met] to discuss SLA Review Report from [law firm] Norris Ward McKinnon regarding CFRT Variation, SLA variation, SLA suspension and TKM’s subsequent costs, and CFRT 2813.

[On 24 June 2016,] CFRT formally [notified] TKM’s Approved Client status [was] suspended pursuant to clause 10.3(a) of CFRT 2813, on the basis of lack of eligibility and capability.

[On 3 July 2016, the] TKM and MMTB Chairs met and discussed a proposed new TKM governance model, mandate strategy, SLA and CFRT funding.

6      This item accordingly has been relocated in the parties’ agreed facts’ chronology.

[On 20 July 2016,] TKM [met to discuss an] Options Paper regarding MMTB’s proposed TKM governance model, the draft Maniapoto Mandate strategy, SLA, CFRT funding and MMTB membership of TKM.

[Over 27 and 28 July 2016,] MMTB [wrote] to TKM confirming five (5) MMTB representatives to the proposed new governance structure to seek mandate (TKM2).

[On 4 August 2016,] TKM [met] and [by letter dated 5 August 2016 to MMTB proposed] to increase the number of MMTB on TKM from two (2) representations to five (5) representatives.

[On 17 August 2016, the] CFRT notified TKM that: CFRT 2813 was terminated with immediate effect pursuant to clauses 10.3[(e)] and 11; and TKM was required to repay unspent trust funds of $115,770.63.

[By letter dated 26 August 2016, the] CFRT [wrote] to TKM regarding use of unspent trust funds.

[On 7 September 2016,] MMTB met with OTS to discuss bespoke mandate process “Broadening the Reach” for Maniapoto settlement.

[By letter dated 8 September 2016 to TKM, copied to MMTB and CFRT,] OTS … [advised] that the Crown would no longer work with TKM to achieve a mandate[.]

[By letter dated 9 September 2016 to MMTB] OTS [invited consideration if] Ngāti Maniapoto [negotiations should] be considered for prioritisation to work to achieve a Crown recognised mandate by end of November 2016 and an Agreement in Principle by 30 August 2017.

[On 11 September 2016,] MMTB met and passed a resolution to “confirm its acceptance of the Minister’s invitation to be prioritised to achieve Deed of Mandate by December 2016 and an Agreement in Principle by 30 August 2016”.

[By letter dated 13 September 2016 to MMTB, copied to CFRT,] OTS [outlined] the proposed approach to achieve the Ngāti Maniapoto mandate.

[By letter dated 16 September 2016 to TKM, MMTB advised of its] decision to seek mandate on behalf of Maniapoto.

[On 23 September 2016,] MMTB[’s] Ngāti Maniapoto Mandate Strategy [was] finalised and submitted [to] and endorsed by the Crown.

The Ngāti Maniapoto Mandate Strategy was notified to te Iwi o Maniapoto on Saturday  24  September  2016  for  feedback  and  submissions  to  close   28 October 2016.

[By letter dated 28 October 2016 to TKM, CFRT rescinded] TKM’s Approved Client status.

Eleven (11) mandate hui were held during October 2016 across New Zealand in locations where significant numbers of Ngāti Maniapoto live.

[From 7 October to 5 November 2016, online] and postal voting on [the] mandate [was] conducted by Electionz.com on question:

That Te Iwi o Maniapoto mandate the Maniapoto Māori Trust Board to enter into negotiations with the Crown to negotiate a comprehensive settlement of all Maniapoto Historical Treaty of Waitangi Claims on behalf of Te Iwi o Maniapoto[.]

From 11,891 eligible voters, a total of 2,968 votes (24.96%) were received. 2,130 votes (72.01%) were in support of the above resolution, 828 votes were against the resolution and 10 votes were blank.

[On 21 November 2016,] Baycorp [made demand for payment] of $115,000 to David A Bidois for TKM debt owed to CFRT.

[Letters] from Police to TKM [dated 22 November 2016 and 26 May 2017 confirmed] that CFRT laid a complaint against TKM for debt owed – Crown Forestry Rental Trust v Te Kawau Maro.

[By letters dated 8 and 12 December 2016 to Baycorp,] counsel for TKM [disputed] CFRT debt [was] owed by TKM.

[By letter dated 14 December 2016 to MMTB,] Minister Hon Christopher Finlayson [endorsed] MMTB’s Deed of Mandate.

[On 17 December 2016, the] Crown and MMTB signed Terms of Negotiation marking the commencement of formal negotiations.

[Between 2 February and 14 August 2017, nine] applications [were] filed in [the] Waitangi Tribunal for an urgent inquiry into the MMTB mandate.

[On 18 July 2017,] CFRT commenced summary judgment proceedings against the Plaintiff and all members of TKM, except the Defendant (MMTB), for judgment debt.

[On 28 July 2017,] TKM [filed its] defence and counterclaim against CFRT.

[On 15 August 2017, the] Crown and MMTB signed Te Huatahi, an Agreement in Principle for the settlement of the historical Treaty of Waitangi claims of Maniapoto.

[On 5 September 2017, received by MMTB on 9 October 2017, the] Plaintiff filed a third-party claim against MMTB and joined MMTB to the summary judgment proceedings filed by CFRT.

[On 3 July 2018, the summary] judgment proceedings [were] settled between CFRT, Plaintiff and TKM with a public statement:

All parties regret the circumstances that led to this litigation and the issues that arose from it.

The Crown Forestry Rental Trust acknowledges that the members of Te Kawau Maro were unduly effected as a result of the steps brought by the Crown Forestry Rental Trust to recover Trust monies.

The members of Te Kawau Maro acknowledge the responsibilities of Crown Forestry Rental Trust in relation to Trust funds held on behalf of all beneficiaries.

All parties acknowledge that this matter has been resolved and appreciate the efforts made by all involved to reach a resolution.

[On 16 November 2018, the] Waitangi Tribunal released [its] decision to grant [an] urgent inquiry into the MMTB mandate.

[Over July to September 2019, the] Waitangi Tribunal [conducted its] urgent mandate inquiry.

[In December 2019, the] Waitangi Tribunal issued its Maniapoto Mandate Inquiry Report.

[Over 2020 and 2021,] TKM and MMTB met multiple times to resolve [their] dispute without success.

[On 17 December 2020, the] Crown and Ngāti Maniapoto initialled a Deed of Settlement.

[Over July and August 2021,] MMTB conducted a ratification process to measure the support of Maniapoto for the initialled Deed of Settlement. The voting period commenced at 12pm on Monday 5 July 2021 and closed at 12pm on Monday 16th August 2021. The results for each of the resolutions was as follows: a) Resolution 1 (approving the Deed of Settlement and MMTB signing the Deed): 84.35%; b) Resolution 2 (approving the [post-settlement governance entity (PSGE)], Te Nehenehenui, to receive hold and administer settlement redress): 82.53%; and c) Resolution 3: (approving the PSGE to replace the Maniapoto Fisheries Trust as the MIO and IAO for Maniapoto): 82.44%.

[On 30 September 2021,] MMTB issued a panui advising that the Minister for Treaty of Waitangi Settlement Negotiations considered that the results of the ratification process showed sufficient support for the Crown to sign the Deed of Settlement. The panui also recorded that the [PSGE] would shortly be established and that the settlement legislation was expected to take 18 months to be enacted.

[On 17 October 2021,] MMTB resolved to sign the trust deed to establish the PSGE, Te Nehenehenui, and to sign the Deed of Settlement on the papers.

[On 25 October 2021, received by MMTB on 29 October 2021, this proceeding was commenced against MMTB.]

[On 11 November 2021, a] Deed of Settlement [was] entered into by Maniapoto, Te Nehenehenui, and the Crown for the settlement of the historical claims of Maniapoto.

[On 3 December 2021, the] Maniapoto Claims Settlement Bill (104-1) [was] introduced into Parliament.

[On 24 February 2022, ] Maniapoto v Maniapoto Maori Trust Board [2022] NZHC 455 (15 March 2022) – [Ian] Gault J’s decision on [Mr Maniapoto’s] interim injunction [application]– [was] released.

[On 23 August 2022, by memorandum of counsel,] MMTB updated the Court on the progress of the Bill through Parliament.

[On 21 September 2022, the] Maniapoto Claims Settlement Bill (104-2) passed [its] third reading.

[On 27 September 2022, the] Maniapoto Claims Settlement Act 2022 [received] Royal assent.

[On 30 June 2023,] Maniapoto v Te Nehenehenui Trust [2023] NZHC 1663 – [Ian] Gault J’s decision on costs – [was released,] the defendant (Te Nehenehenui) being entitled to costs of $11,104.00.

[7]                  Much of the evidence given by witnesses called by Te Kawau Mārō related to their comprehensions of Te Kawau Mārō’s institutional arrangements and how they personally were affected by the Board’s 25 January 2016 actions. Except to the extent those witnesses (and the Board’s one witness, Glenn Tootill) provided additional context for relevant documents, I have not found it necessary to refer to their evidence in  this  judgment.  However,  I  record   the   Board’s   closing   acknowledgment  Mr Maniapoto and others involved in Te Kawau Mārō feel strongly the Board’s decision to seek a mandate and conclude a settlement denied them opportunity to lead Maniapoto through that process and were deeply affected by the proceedings brought against them  by  the  Crown  Forestry  Rentals  Trust  (the  Trust).  I  also  record  Mr Maniapoto’s acknowledgment this proceeding “now is only about the fiduciary relationship that existed between [Te Kawau Mārō and the Board]”.

Pleadings

[8]                  From that background,  by  his  third  amended  statement  of  claim  dated  24 June 2025, Mr Maniapoto claims the Board:

… was in a fiduciary relationship with [him] and [Te Kawau Mārō] and breached the fiduciary obligations of utmost trust and loyalty (kotahitanga set of principles, duty of care) owed to [him] and [Te Kawau Mārō] by taking the joint venture for itself.

[9]                  By ‘joint venture’, the pleading refers to  Ian Gault J’s  observation “given  Mr Maniapoto’s evidence, whether there was a joint venture of the type required to give rise to a fiduciary relationship is a question for trial”.7 Also pleaded is his Honour’s characterisation of the claim as being “in essence a claim for loss of opportunity to lead the settlement negotiations and obtain a mandate”, as to which the

7      Maniapoto v Maniapoto Māori Trust Board, above n 2, at [39].

Judge noted “[a]ny available remedy from [the Board] if breach of fiduciary duty is ultimately  made  out  is  likely  to  be  limited  to  equitable  compensation  and/or   a declaration to restore mana”.8 The parties have agreed I should reserve the question of remedy for determination after any finding of breach, as to which remedy the Board raises an affirmative defence in reliance on the 2022 Act.

[10]Mr Maniapoto pleads the Board, he and Te Kawau Mārō:

… expected each other to act in the best interests of each other and the joint venture according to the reciprocal nature of the agreed underpinning kotahitanga set of [principles] …

and he and Te Kawau Mārō:

… acted in reliance on [the Board’s] representations of adherence to the Ngāti Maniapoto and [Te Kawau Mārō] kotahitanga set of principles and [the Board] would act accordingly in the joint venture and trusted that [the Board] would not usurp [his and Te Kawau Mārō’s] leadership in the negotiation process.

[11]              Mr Maniapoto alleges the Board “breached the kotahitanga set of principles of utmost trust, loyalty and good faith” when it “‘withdrew’ from [Te Kawau Mārō], terminated the [service level agreement] and took lead of settlement negotiations without consultation or consent from [Mr Maniapoto]”, with prior knowledge “of the likely implications and risks arising from its actions”, and failed to continue provision of capability services under the SLA, resume its membership of Te Kawau Mārō or reach resolution satisfactory to Mr Maniapoto and Te Kawau Mārō. Mr Maniapoto says that left him and Te Kawau Mārō members “vulnerable to recovery action by CFRT, including litigation, disengagement by OTS and the Crown and halting of the settlement negotiations including the mandate strategy”. He also alleges:

… in order to replace [him and Te Kawau Mārō] and, without [his or Te Kawau Mārō’s] consent, [the Board] engaged with CFRT for funding in the settlement negotiations and OTS to represent the Ngāti Maniapoto LNG and accelerated the Deed of Mandate and Deed of Settlement processes to avoid accountability to [him and Te Kawau Mārō].

All that is denied by the Board.

8 At [49].

[12]              The parties also have agreed issues for my initial determination in the following terms:

1.   Considering all the circumstances and documents from 2013 to 25 January 2016:

a.what was the nature of the relationship between the Maniapoto Māori Trust Board and Te Kawau Mārō as of 25 January 2016; and

b.what, if any, legal obligations are owed by the Maniapoto Māori Trust Board to Te Kawau Mārō in that relationship?

2.   Considering all the circumstances and documents from 2013 to 25 January 2016 and January to 7 September 2016, what, if any, legal obligations are owed by the Maniapoto Māori Trust Board to Te Kawau Mārō arising out of the:

a.2015 Service Level Agreement; and

b.CFRT 2813 Contract for Funding and the Variation; and

c.relationship between Te Kawau Mārō, and Maniapoto Mandate Strategy Steering Group, and the Office of Treaty Settlements from 2013 to 7 September 2016?

3.   If any legal obligations are owed, did the Maniapoto Māori Trust Board breach any of those obligations between January 2016 and 7 September 2016?

The reference to “25 January 2016” is a reference to the date of the Board’s resolution (among others) to withdraw from Te Kawau Mārō; the reference to “7 September 2016” a reference to the date after which the Crown advised it would no longer work with Te Kawau Mārō to achieve a mandate. Given the pleadings, I construe “legal obligations” to mean any arising out of the alleged fiduciary relationship.

Law on fiduciary relationships

[13]              The parties agree the indicia as to when fiduciary duties arise are those set out by the Supreme Court in Chirnside v Fay.9 In A v D and E Ltd,10 the Supreme Court recently reinforced that approach:11

In Chirnside v Fay Blanchard and Tipping JJ (with whom [Thomas] Gault J agreed on this point) described two situations in which the courts will find that a relationship gives rise to fiduciary duties. The first of these situations encompassed relationships which by their nature were “recognised as being inherently fiduciary”. The suggestion was that most cases involving a breach

9      Chirnside v Fay [2006] NZSC 68, [2007] 1 NZLR 433.

10     A v D and E Ltd [2024] NZSC 161.

11     At [43]–[53] (some citations omitted).

of fiduciary duty were of this nature. These situations fell into “one of the recognised categories of relationships which are inherently fiduciary … [including] the relationships of solicitor and client, trustee and beneficiary, principal and agent, and doctor and patient”.

The second situation identified as one in which the relationship will be treated as fiduciary was said to depend “not on the inherent nature of the relationship but upon an examination of whether its particular aspects justify it being so classified”. Blanchard and Tipping JJ continued by noting there was “[n]o single formula or test” which had obtained “universal acceptance in deciding whether a relationship outside the recognised categories is such that the parties owe each other obligations of a fiduciary kind”.

Blanchard and Tipping JJ then traversed the relevant authorities. In this context, the Judges referred to the judgment of Millett LJ in Bristol and West Building Society v Mothew.12 Blanchard and Tipping JJ noted that in that judgment Millett LJ “focused on the need for the circumstances to give rise to a relationship of trust and confidence”, and that “[t]his observation was linked with the idea that a fiduciary was someone who had undertaken to act for or on behalf of another”. Blanchard and Tipping JJ continued:

It is clear from the authorities that relationships which are inherently fiduciary all possess the feature which justifies the imposition of fiduciary duties in a case which falls outside the traditional categories; all fiduciary relationships, whether inherent or particular, are marked by the entitlement (rendered in [Arklow Investments Ltd v Maclean]13 as a legitimate expectation) of one party to place trust and confidence in the other. That party is entitled to rely on the other party not to act in a way which is contrary to the first party’s interests. …

Finally, it is relevant to note the observation of Blanchard and Tipping JJ that fiduciary relationships were not confined to cases where there was an express undertaking or agreement. The Judges said:

At the very least the undertaking can be implicit from the circumstances, and the true principle, in our view, resides in the idea that the circumstances must be such that one party is entitled to repose and does repose trust and confidence in the other. The existence of an agreement or undertaking is no more than a frequent manifestation of such a circumstance.

This Court further considered fiduciary relationships in Paper Reclaim Ltd v Aotearoa International Ltd.14 The Court similarly reiterated that “[a] fiduciary relationship will be found when one party is entitled to repose and does repose trust and confidence in the other.”

The Court returned to consider fiduciary relationships in Amaltal Corp Ltd v Maruha Corp.15 In that case, the Court accepted that Amaltal owed Maruha an obligation of loyalty at least in relation to accounting and tax functions for which Amaltal’s staff were responsible. The Court made the point that it was

12     Bristol and West Building Society v Mothew [1998] Ch 1 (CA).

13     Arklow Investments Ltd v Maclean [2000] 2 NZLR 1 (PC).

14     Paper Reclaim Ltd v Aotearoa International Ltd [2007] NZSC 26, [2007] 3 NZLR 169.

15     Amaltal Corp Ltd v Maruha Corp [2007] NZSC 40, [2007] 3 NZLR 192.

“well settled that, even in a commercial relationship of a generally non-fiduciary kind, there may be aspects which engage fiduciary obligations of loyalty”. That was because the nature of the particular aspects of the relationship may be such that a party is entitled to rely upon the other:

… not just for adherence to contractual arrangements between them, but also for loyal performance of some function which the latter has either agreed to perform for the other or for both or has, perhaps less formally, even by conduct, assumed.

There are some points we wish to highlight or draw from this discussion in relation to the circumstances in which a fiduciary relationship will be recognised. First, as this discussion makes clear, fiduciary duties flow out of, and reflect, the nature of the relationship — the point made by Millett LJ in Bristol and West Building Society referred to above. In Lac Minerals Ltd v International Corona Resources Ltd,16 La Forest J dismissed as unprincipled the approach whereby a fiduciary relationship is found to exist simply to provide a basis for relief when any other principled basis is lacking. He said that the “use of the term fiduciary, used as a conclusion to justify a result, reads equity backwards”.

Secondly, both the High Court and Collins J referred to the indicia in Frame v Smith as supporting the conclusion that a fiduciary relationship persisted. For our part we prefer the principles identified in Chirnside v Fay as providing greater clarity as to the circumstances in which a fiduciary relationship will be found to exist, and in particular as focusing attention upon the nature of the relationship in question. The open-ended nature of the principles as expressed in Wilson J’s dissenting reasons in Frame v Smith could lead to a loss of focus upon, and examination of, the relationship in issue.

This is particularly so in respect of the third characteristic – peculiar vulnerability. Vulnerability typically arises because the fiduciary is exercising the power or duty for the beneficiary. Subsequent cases in the Supreme Court of Canada have recognised that vulnerability is not sufficient on its own to support a fiduciary claim. In Galambos v Perez,17 for example, in delivering the judgment of the Court, Cromwell J said this:

An important focus of fiduciary law is the protection of one party against abuse of power by another in certain types of relationships or in particular circumstances. However, to assert that the protection of the vulnerable is the role of fiduciary law puts the matter too broadly. …

The first [point] is that fiduciary law is more concerned with the position of the parties that results from the relationship which gives rise to the fiduciary duty than with the respective positions of the parties before they enter into the relationship.

… Thus, while vulnerability in the broad sense resulting from factors external to the relationship is a relevant consideration, a more important one is the extent to which vulnerability arises from the relationship.

16     Lac Minerals Ltd v International Corona Resources Ltd [1989] 2 SCR 574.

17     Galambos v Perez 2009 SCC 48, [2009] 3 SCR 247.

The second is that a critical aspect of a fiduciary relationship is an undertaking of loyalty: the fiduciary undertakes to act in the interests of the other party. This was put succinctly by McLachlin J in [Norberg v Wynrib],18 at p 273, when she said that “fiduciary relationships … are always dependent on the fiduciary’s undertaking to act in the beneficiary’s interests”.

…

Underpinning all of this is the focus of fiduciary law on relationships. As Dickson J (as he then was) put it in [Guerin v Her Majesty The Queen],19 at p 384: “It is the nature of the relationship … that gives rise to the fiduciary duty. … ” The underlying purpose of fiduciary law may be seen as protecting and reinforcing “the integrity of social institutions and enterprises”, recognizing that “not all relationships are characterized by a dynamic of mutual autonomy, and that the marketplace cannot always set the rules”: [Hodgkinson v Simms],20 at p 422 (per La Forest J). The particular relationships on which fiduciary law focusses are those in which one party is given a discretionary power to affect the legal or vital practical interests of the other.

Finally, in Dold v Murphy,21 the Court of Appeal proposed further elucidation of the second category of relationships referred to in Chirnside v Fay which might give rise to fiduciary duties as follows:

In other cases a fiduciary relationship is only likely to be inferred when the legal relationship between parties involves:

(1) the conferral of powers in favour of the alleged fiduciary, which may be used to affect the proprietary rights of the beneficiary; (2) the apparent assumption of a representative or protective responsibility by the alleged fiduciary for the beneficiary (for example, to promote the beneficiary’s interests, or to prefer the interests of the beneficiary over those of third parties); and (3) the implied subordination (although, not necessarily, elimination) of the alleged fiduciary’s own self-interest.

For our part we do not see it as helpful to try to spell out, and in that way potentially confine, the situations where a fiduciary relationship will be found to exist in this second category of cases. Again, we are satisfied that the approach in Chirnside v Fay suffices.

Discussion

[14]              Although the proceeding is brought by Mr Maniapoto, his status as plaintiff expressly is as chairperson of Te Kawau Mārō (among other roles). As may be seen

18     Norberg v Wynrib [1992] 2 SCR 226.

19     Guerin v Her Majesty The Queen [1984] 2 SCR 335.

20     Hodgkinson v Simms [1994] 3 SCR 377.

21     Dold v Murphy [2020] NZCA 313, [2021] 2 NZLR 834 at [55].

from the parties’ statement of issues, at issue is the relationship between the Board and Te Kawau Mārō.

[15]              I do not consider the pleading’s  habitual  recitation  of  “the  Plaintiff  and [Te Kawau Mārō]” to allege Mr Maniapoto’s separate status as plaintiff in his own right. Respectfully, neither do I consider he personally has status for the purpose of this proceeding as representative of any Te Kawau Mārō member or their constitutive beneficiaries or claimants. No representative order was sought or made. The Board expressly denied any such representative capacity by Mr Maniapoto, and the parties’ agreed issues for  my  determination  do  not  extend  to  resolution  of  that  dispute. I therefore address the alleged matters exclusively as between Te Kawau Mārō and the Board.

[16]              If Te Kawau Mārō was in a fiduciary relationship with the Board accordingly depends “upon an examination of whether its particular aspects justify it being so classified”.22 It is to find justification for the proposition the Board was a fiduciary for Te  Kawau  Mārō’s  benefit,  with   powers  vested  in  the  Board   for  exercise  in  Te Kawau Mārō’s interests, as to which exercise Te Kawau Mārō’s interests were vulnerable. Such justification will establish the existence of a fiduciary relationship; Te Kawau Mārō’s interests and the Board’s powers then establish any fiduciary obligations.

[17]              Under its statute, the Maniapoto Maori Trust Board Act 1988, the Board  is “a Maori Trust Board within the meaning and for the purposes of the Maori Trust Boards Act 1955”.23 Under the 1955 Act, the function of the Board was “to administer its assets in accordance with the provisions of this Act for the general benefit of its beneficiaries”.24 As a matter of trust law, that is an obligation to treat all beneficiaries impartially.25 Under the 1988 Act, “[t]he beneficiaries of the Board shall be the members of the Maniapoto tribe and their descendants”.26 Nonetheless:27

22     Chirnside v Fay, above n 9, at [75].

23     Maniapoto Maori Trust Board Act 1988, s 4(1).

24     Maori Trust Boards Act 1955, s 24(1).

25     Trusts Act 2019, s 35.

26     Maniapoto Maori Trust Board Act, s 4(2).

27     Section 35.

No beneficiary shall acquire or be deemed ever to have acquired any interest, whether vested or contingent, or legal or equitable, in the assets of the Board of which he is a beneficiary.

—the Board’s roles in relation to Te Kawau Mārō

[18]              The Board had two distinct roles in relation to Te Kawau Mārō. The Board was a member of Te Kawau Mārō and also provided it with administrative services.

[19]              As to the Board’s membership of Te Kawau Mārō, a starting point is the Crown’s acceptance of “a moral obligation to resolve historical grievances in accordance with the principles of the Treaty of Waitangi”.28 Such resolution is to be conducted in accordance with principles “established to guide the Crown in future settlements of historical claims under the Treaty of Waitangi”.29

[20]              Settlements prospectively were with any “claimant group”,30 but “[t]he Crown strongly prefers to negotiate claims with large natural groups of tribal interests rather than with individual hapū or whānau within a tribe”.31 Accordingly:32

A secure mandate on the part of the claimant negotiators is required before negotiations can start. This assures both the Crown and the claimant group that their mandated representatives have been properly authorised …

[21]              Mandate is established by a “mandating process” determined by the claimant group and recorded in a Deed of Mandate for recognition by  the Ministers for  Treaty of Waitangi Negotiations and of Māori Development.33 The Crown allowed “[a] mandate may be secure at first but can be lost if the mandated representatives lose the confidence of the wider claimant group”.34 Accordingly “[t]he mandated representatives must retain their mandate to represent the claimant group throughout the negotiations”.35

28     Office of Treaty Settlements Healing the past, building a future: a guide to Treaty of Waitangi claims and negotiations with the Crown (June 2018) at 6.

29     At 16.

30     At 24.

31     At 39.

32     At 27.

33     At 39–46.

34     At 47.

35     At 47.

[22]              As may be seen from the parties’ agreed facts, the relevant claimant group recognised by the Crown was Ngāti Maniapoto. The Office of Treaty Settlements concluded on 21 January 2016 “[a]t present Te Kawau Mārō is not appropriately accountable to the Maniapoto [large natural grouping]”. The Board’s initial withdrawal followed on 25 January 2016. Subsequent attempts to restore the Board’s membership of Te Kawau Mārō were conditional on the Crown’s endorsement of the mandate strategy. Ultimately, the Crown was not satisfied of Te Kawau Mārō’s accountability,  leading  to  its  8  September  2016  cessation   of   “working   with Te Kawau Mārō toward a Crown endorsed mandate strategy”.

[23]              As to the Board’s provision of  administrative services  to Te  Kawau  Mārō,  s 24F of the 1955 Act enabled the Board to:

… contract to provide administrative, secretarial, accounting, or other services to any Maori incorporation, trust, or other body if the shareholders, beneficiaries, or members of the incorporation, trust, or other body, or a majority of them, are beneficiaries of the Board.

[24]              On 30 April 2015, Te Kawau Mārō entered into a service level agreement with the  Board.  The  Board   was  to   provide  specified  or  later  agreed  services  to   Te Kawau Mārō, “at all times subject to the availability of external funding provisions”, as to which “Te Kawau Mārō expects to receive funding from [the Trust]”.36 The services generally were to provide accountancy, office and project management support for Te Kawau Mārō’s key activities in obtaining endorsement of and implementing a strategy to  negotiate  settlement  with  the Crown,  for which  Te Kawau Mārō was liable to pay fees to the Board.

[25]              The agreement expressly was one of independent contracting, not to be construed as creating a relationship of employment, partnership, joint venture or agency. It required the Board, in providing the services, to “avoid any conflict of interest”. Unless earlier terminated either by non-availability of external funding provisions or by Te Kawau Mārō, the agreement was to “remain in effect until 30th March 2016” unless otherwise concluded or altered by agreement between the parties. Notably, the Board had no express entitlement unilaterally to terminate the agreement.

36     The Crown Forestry Rental Trust holds licence fees payable under Crown forestry licences: Crown Forestry Assets Act 1989, s 34.

—the nature of the Board’s relationship with Te Kawau Mārō

[26]              The relationship between the Board and Te Kawau Mārō cannot be characterised as a joint venture. As the Supreme Court explained in Chirnside v Fay, the essence of a joint venture is “an arrangement or understanding between two or more parties that they will work together towards achieving a common objective”:37

A joint venture will come into being once the parties have proceeded to the point where, pursuant to their arrangement or understanding, they are depending on each other to make progress towards the common objective. Each party is then proceeding on the basis that he or she is acting in the interests of all or both parties involved in the arrangement or understanding. A relationship of trust and confidence thereby arises; each party is entitled to expect from the others loyalty to the joint cause, loose as the formalities of the joint venture may still be.

[27]              While it may be arguable the entities represented by Te Kawau Mārō were depending on each other to continue to afford Te Kawau Mārō its mandate, for the purpose of negotiating and settling Ngāti Maniapoto’s historical grievances with the Crown—and to that extent in  a joint  venture—that  is  not the pleading on  which Te Kawau Mārō relies.

[28]              Despite  pleading  the  Board  “entered   into   a   joint   venture   with   …  [Te Kawau Mārō] members to settle Ngāti Maniapoto Treaty claims together as members of [the Maniapoto Mandate Strategy Steering Group] and, subsequently, [Te Kawau Mārō]”,  that  only  is  in  support  of  the  allegation  the Board  “was  in a fiduciary relationship with” Te Kawau Mārō. Similarly, that allegation also is supported by the pleading “[Te Kawau Mārō] members”:

(i)     relied on the agreed reciprocal kotahitanga set of principles to underpin the relationship between [the Board and Te Kawau Mārō];

(ii)   are superannuitants and voluntary members of [Te Kawau Mārō] and hapū leaders who do not have professional management, administrative or Treaty claim skills or experience to the expertise level of [the Board]; and

(iii) do not have the significant financial and other resources required to carry out the terms of CFRT 2813 and engage with OTS to progress towards a Crown recognised mandate.

37     Chirnside v Fay, above n 9, at [91].

[29]              The “agreed reciprocal kotahitanga set of principles” are principles predating Te Kawau Mārō’s establishment. The Maniapoto Mandate Strategy Steering Group— comprising  the   Board   and   other   Maniapoto   representative   entities—adopted a 3 July 2013 memorandum of understanding by which it expressly was “to be guided by the following principles”:

•     To work on behalf of all Maniapoto – ‘Maniapoto me ona hapū maha’

•     To be inclusive with an open-door policy and to build and foster relationships that will enhance the purpose.

•     To observe kawa that will enhance the purpose

•     Consensus decision-making/ Tikanga based approach

Trust	1. Ukaipotanga	Whānau   Hapū   and   Iwi    –    Place   of nourishment a Wairua
2. Mana	Acting appropriately together
Openness	3. Whanaungatanga	Recognising & respecting relationships
4. Whakapapa	Connected by Papatuanuku
Integrity	5. Tikanga	Correct customary action
6. Rangatiratanga	Marae/    Hapū/    Iwi    based    leadership (Tohunga Toihau)
Honesty	7. Te Reo	Use of appropriate language for the occasion
8. Atuatanga	Respecting origins of kaitiaki roles and responsibility
Accountable	9. Pūkengatanga	Culturally     accountable    for     financial guardianship
10. Kaitiakitanga	Repository of evidence based knowledge + Tikanga Māori
Unity	11. Kotahitanga	Unified under an agreed method
12. Manaakitanga	Hospitality – providing timely support for each other
13. Tāngata	Past – Present – Future

[30]              Te Kawau Mārō’s 19 January 2015 governance statement, providing “information on the governance, consultation  and  decision  making  processes  of Te Kawau Mārō”, adopted those principles verbatim as “Maniapoto overarching principles” to guide Te Kawau Mārō, adding “The Members must uphold the tikanga of Maniapoto at all times” and “The Members acknowledge that the Kaumātua uphold the mana of Maniapoto”. The ‘Members’ are “two representatives who have been mandated by their respective group constituents from each of [eight] Maniapoto

regional and district bodies” (including the Board). Accordingly, to the extent it is relevant at all in this proceeding, the joint venture is between the members; the joint venture vehicle is Te Kawau Mārō.

[31]              The governance statement is a detailed account of those members’ agreement as to Te Kawau Mārō’s purposes, powers and processes, ‘underpinned’ by assumptions a service level agreement would be in place between Te Kawau Mārō and the Board for the majority of “the Management Structure and Financial Management and Systems” to be undertaken by the Board. Nonetheless, the governance statement provided “TKM Members will … appoint a contractor to provide full administrative support, financial management and project management services to Te Kawau Mārō” and “will … authorise a Service Level Agreement …[including] clear delegations to the service provider … to enable the Trust to meet its purposes and objectives”.38 Somewhat contradictorily to the prior reference to “TKM Members”, the governance statement also provided “Te Kawau Mārō will enter into a Service Level Agreement (SLA) with an independent contractor for the provision of [those] services”. The governance statement was executed by the members, including the Board, but not by or for Te Kawau Mārō.

[32]              Thus the “agreed reciprocal kotahitanga set of principles” only provide internal discipline for Te Kawau Mārō’s governance by its members, and are not to regulate members’ external engagement with Te Kawau Mārō. For Te  Kawau  Mārō,  William Harris   was   explicit   on   re-examination   the   principles   applied   to   Te Kawau Mārō’s members “in terms of the mahi we were doing, the way we worked together …”. The principles underpin the relationship between Te Kawau Mārō members. The pleading the principles are “to underpin the relationship between [the Board and Te Kawau Mārō]” is not made out.

[33]              So the question remains if, distinctly from any fiduciary obligations the Board may owe its fellow Te Kawau Mārō members, there is a basis on which to find such membership meant the Board owed fiduciary obligations directly to Te Kawau Mārō.

38  It is not clear what “the Trust” is, if not Te Kawau Mārō. Contextually, it cannot be the Board or  the Crown Forest Rental Trust. Other references to “the Trust” in earlier drafts of the governance statement were substituted in the final version with Te Kawau Mārō.

Particularly given the Supreme Court’s endorsement in A v D and E Ltd,39 that only can be established by reference to the principles enunciated in Chirnside v Fay, most comprehensively by Tipping J (whom Blanchard J joined) as:40

… the entitlement … of one party to place trust and confidence in the other. That party is entitled to rely on the other party not to act in a way which is contrary to the first party’s interests.

…

[T]he true principle, in our view, resides in the idea that the circumstances must be such that one party is entitled to repose and does repose trust and confidence in the other.

Elias CJ “more directly” explained “[t]he distinguishing obligation of a fiduciary is the obligation of loyalty”,41 which Keith J “prefer[red]” to that articulated by  Tipping J,42 and Gault J adopted in agreeing the relationship at issue gave rise to “fiduciary obligations of loyalty” (while agreeing with the orders proposed by Tipping J).43

[34]              So the necessary foundation for any fiduciary relationship is circumstances in which a beneficiary is entitled to and does rely in trust and confidence on the fiduciary’s equitable obligation not to act contrary to the beneficiary’s interests.

[35]              Te Kawau Mārō was the only  body  then  with  a  mandate  to  represent Ngāti Maniapoto in settlement negotiations with the Crown. That exclusivity depended on Te Kawau Mārō maintaining the trust and confidence of those it represented. The circumstances are not such Te Kawau Mārō was entitled to expect that trust and confidence from the Board; rather, as engagement with the Crown’s mandating process indicated, Te Kawau Mārō had to earn it and keep it. Such was explicit from the earliest plans to implement Maniapoto Treaty claims, in which risks to the process included withdrawal of support by stakeholders or claimants. It is perverse for Te Kawau Mārō to seek to enforce that necessary trust and confidence by

39     A v D and E Ltd, above n 10.

40     Chirnside v Fay, above n 9, at [80] and [85].

41     At [12], and [15] (citing Bristol and West Building Society v Mothew, above n 12, at 18).

42 At [55].

43 At [52].

reliance on the Board’s fiduciary duties claimed owed to it by reason of its members’ common objective. That exactly is to ‘read equity backwards’.

[36]              I hold the Board’s membership of Te Kawau Mārō gave rise to no fiduciary relationship between the two.

[37]              Turning to the Board’s provision of administrative services to Te Kawau Mārō, those services were provided under the service level agreement. The governance statement is clear such a contract (whether or not with the Board) was to provide necessary administrative support for Te Kawau Mārō’s operation.

[38]              At the time Te Kawau Mārō was settling the terms of the governance statement and service level agreement, it also sought to become an approved client of the Trust. Under the Trust’s trust deed, approved clients were such as were “eligible and capable to manage Trust funds”.

[39]              The Trust sought signed copies of both the governance statement and the service level agreement, the latter to assure it the Board “is happy with the proposed [service level agreement] including all the requirement and terms and conditions”. The Trust asserted:

This is important as the whole financial capability of the group is dependent on the [service level agreement] and [the Board’s] capability and we would be recommending the [Approved Client] status approval on the basis of the signed [service level agreement].

[40]              Nonetheless—by letter of 20 November 2014, and seemingly on the basis of draft documents provided, presumably including the draft governance statement and draft service level agreement—the Trust accepted Te Kawau Mārō had:

… fulfilled the governance management and financial requirements of the Trust necessary for the group to receive and manage Trust funding to engage in negotiations with the Crown and conclude a settlement.

[41]              On 15 June 2015, Te Kawau Mārō and the Trust entered into a contract for funding, designated CFRT 2813 and dated 1 April 2015, to assist Te Kawau Mārō “to

… achieve a Crown recognised Deed of Mandate” (the Purpose). To that end, the

contract specified activities to be achieved by stipulated milestones before the contract’s expiry on 31 January 2016 or earlier termination. Te Kawau Mārō was to:

… have in place, maintain, comply with and enforce at all times policies and procedures … relating to:

(a)    internal capability (in governance, organisational/management and finance) to manage the Purpose; and

(b)    for systems, financial controls and reporting that are in accordance with the terms and conditions of this Contract to ensure it has sufficient internal capability to perform the Activities.

[42]              Te Kawau Mārō was to notify the Trust of any material change to those policies and procedures, to satisfy the Trust of Te Kawau Mārō’s continued capability. It also warranted “continuously throughout the term of this Contract” it:

(i)     represents a cluster of claimants that represent a significant proportion of the claimants in [Te Kawau Mārō’s] Waitangi Tribunal inquiry district; or

(ii)   holds a Crown-recognised mandate to negotiate a settlement; or

(iii) has the support of the Office of Treaty Settlements for [Te Kawau Mārō’s] mandate strategy…

as to which it was to inform the Trust “immediately” if its warranties ceased to be true.

[43]              Critically, nothing in the contract required Te Kawau Mārō to engage the Board. Under cross-examination, Te  Kawau  Mārō  witnesses  Mr  Harris  and  David Bidois both accepted Te Kawau Mārō had choice in its appointment of administrative support, but there was infrastructural advantage in appointing the Board, including access to its roll of all Maniapoto adult beneficiaries maintained under s 42 of the 1955 Act.

[44]              Again, I see nothing in the circumstances of the service level agreement or the contract with the Trust as may provide Te Kawau Mārō with the necessary foundational entitlement of loyalty for  a  fiduciary  relationship  with  the  Board.  Te Kawau Mārō did not require to repose trust and confidence in the Board, because the detailed service level agreement expressly bound the Board to provision of services without conflict of interest (assuming continued external funding provisions) until either the agreement’s expiry or Te Kawau Mārō’s earlier termination of it.

[45]              If the service level agreement may be construed as including an implied term for the Board’s termination of the agreement on reasonable notice, the length of such notice was that “deemed to be reasonable in the light of the circumstances in which the notice is given”:44

That does not mean that the reasonable time is the time during which one party or the other could reasonably wish for the contract to continue. It is unlikely that when the notice is given the parties could agree on that. The reasons which moved one party to desire a long notice would move the other to desire a short one. The implication of reasonable notice is intended to serve only the common purpose of the parties. Whether there need be any notice at all, and, if so, the common purpose for which it is required, are matters to be determined as at the date of the contract; the reasonable time for the fulfilment of the purpose is a matter to be determined as at the date of the notice. The common purpose is frequently derived from the desire that both parties may be expected to have to cushion themselves against sudden change, giving themselves time to make alternative arrangements of a sort similar to those which are being terminated.

The Supreme Court cautioned the Privy Council’s reference to common purpose “should not be read as if it appeared in a statute” but in context.

[46]              Thus the security Te Kawau Mārō seeks from its alleged fiduciary relationship with the Board was provided by express and implied contractual terms. Even if      Te Kawau Mārō was entitled to rely on the Board not to act contrary to its interests, it did not in fact rely on such as arising from any fiduciary obligation but rather as comprehensively contracted for in the terms and conditions of its relationship. There is no lacuna in that contract for which Te Kawau Mārō relied instead on any fiduciary obligation owed by the Board.

[47]              Neither is there a basis to contend the service level agreement comprised some manifestation of prior loyalty owed by the Board to Te Kawau Mārō. I have held such does not arise by reason of the Board’s membership of Te Kawau Mārō. Nothing in the Trust’s contract—or the overarching relationship between the Board, the Maniapoto Mandate Strategy Steering Group and the Office of Treaty Settlements— meant Te Kawau Mārō required to and did rely on any distinct obligation on the Board not to act in a way contrary to Te Kawau Mārō’s interests.

44     Paper Reclaim Ltd v Aotearoa International Ltd, above n 14, at [4], citing Australian Blue Metal Ltd v Hughes [1963] AC 74 (PC) at 99.

[48]              Instead, the Board had always its statutory obligations impartially to administer its assets for the general benefit of all Ngāti Maniapoto. It was on that basis the Board was a member of Te Kawau Mārō, and was constrained in its contractual provision of services to Te Kawau Mārō only if at least a majority of its members “are beneficiaries of the Board”. Without the Board’s membership, its remaining beneficiaries represented by Te Kawau Mārō’s members may not have constituted a majority of them. Mr Bidois agreed under cross-examination Te Kawau Mārō wished to work with the Board “to maximise the reach it would have”. The Board’s role as statutory trustee, in the interests of all those claimants Te Kawau Mārō professed to represent, here trumps any non-specific foundation for its alleged loyalty instead to Te Kawau Mārō.

[49]              That is not to say the Board could not have conducted itself in such a way as to entitle Te Kawau Mārō to rely on its loyalty, notwithstanding its contractual and statutory obligations,45 but there is no evidence of any such inducement. To the contrary, the Board was explicit with Te Kawau Mārō in August 2015, with reference to the acknowledged “[r]isk of fragmentation of Maniapoto”,  it sought “to achieve   a much broader view of iwi aspirations to inform what iwi want for Maniapoto in the future”, and to address “the possible overlap” in the organisations’ “respective work programmes”. The Board gave Te Kawau Mārō no basis on which to consider the Board’s loyalties laid instead with Te Kawau Mārō.

[50]              I therefore also hold the Board was not  in  any  fiduciary relationship  with Te Kawau Mārō.

[51]              Accordingly, the question if the Board breached any fiduciary obligation to Te Kawau Mārō is redundant.

Result

[52]Mr Maniapoto’s claim is dismissed.

45     Amaltal Corp Ltd v Maruha Corp, above n 15, at [21].

Costs

[53]              Costs are reserved for determination on short memoranda each of no more than five pages—annexing a single-page table setting out any contended allowable steps, time allocation and daily recovery rate—to be filed and served by the Board within 10 working days of the date of this judgment, with any response or reply to be filed within five working day intervals after service.

—Jagose J