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

(c)Maraposa achieving a specified level of sales of lots and development finance on or before 15 June 2022.

[10]              A deposit was payable in three instalments. HG8 paid the first two instalments but not the third.

[11]              Settlement was due five working days after Maraposa’s solicitor advised HG8’s solicitor that a Record of Title for each lot was available.

[12]              On 21 October 2021, HG8’s solicitors waived the solicitor’s approval condition.

[13]Maraposa satisfied or waived all the conditions that were for its benefit.

[14]              Settlement was due on 5 July 2024. HG8 failed to settle. Maraposa served settlement notices on HG8 and Ms Fu. Maraposa was ready, willing and able to settle. Ms Fu failed to settle.

The defences

[15]              The notice of opposition and supporting affidavit filed by Ms Fu raises three defences:

(a)the solicitor’s approval notice sent by HG8’s solicitors to Maraposa’s solicitors was not explained to Ms Fu;

(b)HG8 and Ms Fu have no recollection of Maraposa waiving the conditions for Maraposa’s benefit or those conditions were not Maraposa’s to waive; and

(c)Ms Fu was advised that she was signing the agreements in her capacity as a director of HG8 and not as a guarantor.

[16]              The agreements include provisions which provide for Ms Fu’s  guarantee.  Ms Fu signed the agreements in two separate places:

(a)first, where designated for the purchaser’s signature; and

(b)secondly, where designated for the guarantor’s signature.

[17]              Ms Fu received legal advice on the agreements before the solicitors acting for HG8 and Ms Fu approved the agreements. If Ms Fu did not receive or understand the nature of the guarantee that she was providing and the solicitor’s approval clause, then that is a matter between her and her solicitors. It is not a defence to Maraposa’s claim.

[18]              The affidavit evidence filed on behalf of Maraposa confirms that Maraposa satisfied or waived the conditions that were for its benefit.

[19]              Ms Fu has not produced any evidence to support an argument that she is unable to comply with orders for specific performance.

[20]              Having reviewed the notice of opposition and the affidavits, I am satisfied that the defendant has no defence and that the plaintiff is entitled to judgment.1

[21]              I am satisfied that it is appropriate to order Ms Fu to specifically perform the agreements.2 The agreements will remain under the supervision of the Court.

Orders

[22]I enter judgment for the plaintiff against Ms Fu on the following terms:

(a)Ms Fu shall specifically perform the agreement for sale and purchase dated 12 October 2021 between the plaintiff as vendor, and Ms Fu as guarantor in respect of Lot 179:

(i)Ms Fu shall do all things necessary to perform the purchaser’s obligations under the agreement, including paying the amount due on settlement of $486,972.60 together with penalty interest calculated at the rate of 15 per cent per annum on the sum of

$486,972.60, from July 2024 to the date of settlement; and

(ii)the settlement date under the agreement shall be 15 working days after the date of service of these orders on Ms Fu.

(b)Ms Fu shall specifically perform the agreement for sale and purchase dated 12 October 2021 between the plaintiff as vendor, and Ms Fu as guarantor in respect of Lot 193:

(i)Ms Fu shall do all things necessary to perform the purchaser’s obligations under the agreement, including paying the amount due on settlement of $486,972.60 together with penalty interest

1      High Court Rules 2016, r 12.2(1); Krukziener v Hanover Finance Ltd  [2008] NZCA 187, [2010] NZAR 307 at [26].

2      Tawanui Developments Ltd v Harnett HC Palmerston North CIV-2008-454-949, 13 October 2009; Tawanui Developments Ltd v Harnett HC Palmerston North CIV-2008-454-949, 5 May 2009; Evagelakos v UPG 318 Pty Ltd [2024] NSWSC 1179 at [28]; and Ryan v UPG 322 Pty Ltd [2023] NSWSC 1293 at [79] and [88].

calculated at the rate of 15 per cent per annum on the sum of

$486,972.60, from July 2024 to the date of settlement; and

(ii)the settlement date under the agreement shall be 15 working days after the date of service of these orders on Ms Fu.

(c)Ms Fu shall specifically perform the agreement for sale and purchase dated 12 October 2021 between the plaintiff as vendor, and Ms Fu as guarantor in respect of Lot 203:

(i)Ms Fu shall do all things necessary to perform the purchaser’s obligations under the agreement, including paying the amount due on settlement of $502,972.60 together with penalty interest calculated at the rate of 15 per cent per annum on the sum of

$502,972.60, from July 2024 to the date of settlement; and

(ii)the settlement date under the agreement shall be 15 working days after the date of service of these orders on Ms Fu.

(d)Ms Fu shall specifically perform the agreement for sale and purchase dated 12 October 2021 between the plaintiff as vendor, and Ms Fu as guarantor in respect of Lot 204:

(i)Ms Fu shall do all things necessary to perform the purchaser’s obligations under the agreement, including paying the amount due on settlement of $491,972.60 together with penalty interest calculated at the rate of 15 per cent per annum on the sum of

$491,972.60, from July 2024 to the date of settlement; and

(ii)the settlement date under the agreement shall be 15 working days after the date of service of these orders on Ms Fu.

(e)Ms Fu shall pay the plaintiff’s costs for all steps in the proceeding on a 2B basis, with disbursements as fixed by the Registrar, and interest on the costs awarded in accordance with Part 1 and Section 9 of the Interest On Money Claims Act 2016;

(f)leave is reserved to the plaintiff to apply for further relief if Ms Fu fails to comply with these orders.

Associate Judge Cogswell