Maraposa Limited v Fu - [2025] NZHC 2307

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE

CIV-2024-404-002543 [2025] NZHC 2307

IN THE MATTER of a claim for specific performance of
obligations under sale and purchase agreements

BETWEEN MARAPOSA LIMITED
Plaintiff

AND YI RAN FU
Defendant

Hearing: 12 August 2025 Appearances: K Arthur for the Plaintiff
No appearance by the Defendant K H Jiang as McKenzie Friend

Judgment: 14 August 2025

JUDGMENT OF ASSOCIATE JUDGE COGSWELL

This judgment was delivered by me on 14 August 2025 at 3.30 p.m. pursuant to Rule 11.5 of the High Court Rules.

Registrar/Deputy Registrar Date.......................................

Solicitors:

Alexander Dorrington, Auckland M Colthart, Auckland

MARAPOSA LtD v FU [2025] NZHC 2307 [14 August 2025]

Introduction

[1] The plaintiff, Maraposa Ltd (Maraposa), developed a subdivision of land in Pukekohe. Yi Ran Fu contracted to purchase four sections. Ms Fu signed on behalf of the purchaser, HG8 New Zealand Limited (HG8), a company yet to be formed. She also signed as guarantor.

[2] HG8 was incorporated on 22 October 2021. It was liquidated on 25 July 2024. Maraposa seeks its remedies against Ms Fu.

[3] Ms Fu failed to settle the contracts. Maraposa seeks summary judgment for specific performance of the contracts by Ms Fu.

Procedure

[4] Ahead of the scheduled hearing of this application, Ms Fu made two applications to adjourn the fixture. Both applications for adjournment were declined by the Civil List Judge, who directed that the hearing proceed on the allocated date.

[5] At the hearing date, Ms Fu gave authorisation for a K H Jiang to represent her as a McKenzie Friend. Leave was granted to Mr Jiang to make submissions on Ms Fu’s behalf at the hearing, and he did so.

[6] At the commencement of the hearing, Mr Jiang made a further application for adjournment of the hearing, which was declined. This proceeding was allocated a hearing date in February 2025, and there have been numerous attempts by Ms Fu to delay the hearing on various grounds which have all been declined. The plaintiff is entitled to have its summary judgment application heard.

[7] Mr Jiang also attempted to raise various factual disputes at the hearing. I pointed out to him that Ms Fu had had sufficient time to provide such evidence as she wished to defend the application and that I was not prepared to hear oral evidence of defences not raised prior to the hearing date from a non-party to the proceeding.

The claims

[8] On 12 October 2021, Ms Fu contracted to purchase Lots 179, 193, 203 and 204 in the subdivision (the agreements). Ms Fu signed the agreements on behalf of HG8 and as guarantor. The terms of the guarantee entitle Maraposa to treat Ms Fu as the purchaser.

[9]The agreements were conditional on:

(a)the purchaser’s solicitor’s approval of the form and content of the agreements;

(b)Maraposa being granted the required resource consents for the subdivision on or before 15 June 2022; and

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.

Continue reading Maraposa Limited v Fu

Details

AGLC: Maraposa Limited v Fu [2025] NZHC 2307
Case: [2025] NZHC 2307
Decision Date: 14 August 2025

CaseChat Overview and Summary

The plaintiff, Maraposa Ltd, is a developer that sought to enforce a claim for specific performance of sale and purchase agreements against Yi Ran Fu, who signed the agreements on behalf of a yet-to-be-formed company and also as a guarantor. HG8, the company for which Ms Fu signed, was liquidated, prompting Maraposa to seek remedies against Ms Fu. Maraposa sought summary judgment for specific performance of the contracts against Ms Fu. Ms Fu failed to appear and was unrepresented, though she authorised a McKenzie Friend to represent her at the hearing.

The court had to determine whether the plaintiff was entitled to specific performance of the contracts against Ms Fu. Ms Fu's defences included arguments that the solicitor’s approval notice was not explained to her, that Maraposa had not waived the conditions for its benefit, and that she signed the agreements in her capacity as a director of HG8 and not as a guarantor. The court rejected these defences, finding that they did not constitute a valid defence to Maraposa’s claim. The court also found that Maraposa satisfied or waived the conditions that were for its benefit and that Ms Fu had not provided any evidence to support her inability to comply with orders for specific performance.

The court found that it was appropriate to order Ms Fu to specifically perform the agreements. The agreements would remain under the supervision of the Court. The court ordered Ms Fu to specifically perform the sale and purchase agreements for each of the lots, including payment of the amount due on settlement plus penalty interest. The court also ordered Ms Fu to pay the plaintiff’s costs for all steps in the proceeding and reserved leave to the plaintiff to apply for further relief if Ms Fu fails to comply with these orders.

Orders