Maraposa Limited v Wang - [2025] NZHC 1585

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE

CIV-2024-404-2559 [2025] NZHC 1585

BETWEEN MARAPOSA LIMITED
Plaintiff

AND LEI WANG
First Defendant
LXY INVESTMENT LIMITED
Second Defendant
YUNHAO LU
Third Defendant

Hearing: 5 June 2025

Appearances: Kellie B Arthur for the Plaintiff

Fulton Ryan for the Defendants

Judgment: 17 June 2025

JUDGMENT OF ASSOCIATE JUDGE C B TAYLOR

[Application for summary judgment and for specific performance]

This judgment was delivered by me on 17 June 2025 at 3:00pm
pursuant to Rule 11.5 of the High Court Rules

…………………………. Registrar/Deputy Registrar

Solicitors:
Alexander Dorrington (Denise Marsden), Auckland, for the Plaintiff
Brookfields (Tyrone Cooley/Fulton Ryan), Auckland, for the Third Defendant

Counsel:
Mark Colthart / Kellie B Arthur, FortyEightShortland Barristers, Auckland, for the plaintiff

MARAPOSA LIMITED v LEI WANG [2025] NZHC 1585 [17 June 2025]

Introduction

[1] The plaintiff, Maraposa Limited (Maraposa), applies for summary judgment of its claim against Mr Lei Wang (Mr Wang), LXY Investment Limited (LXY) and Ms Yunhao Lu (Ms Lu), jointly and severally, for specific performance of an agreement for the purchase of a section (the Agreement). In the alternative, Maraposa seeks contractual damages.

[2] Mr Wang is the director and majority shareholder of GWT NZ Limited (GWT). GWT was the original purchaser under the Agreement entered into with Maraposa. Mr Wang signed the agreement on behalf of GWT and personally as a guarantor. GWT nominated LXY as purchaser under the Agreement. At all material times, Ms Lu was the director of LXY and is also a guarantor of LXY’s obligations under the Agreement.

[3] Neither Mr Wang nor LXY has opposed Mariposa’s application. LXY was removed from the Companies Register on 6 December 2024.

[4] Ms Lu accepts that she provided a guarantee to Maraposa but does not accept that this was a guarantee to perform and observe the conditions and obligations of LXY as set out in the Agreement, and accordingly Maraposa is not entitled to an order of specific performance.

Background

[5] On 18 October 2021, Maraposa agreed to sell, and GWT agreed to buy Lot 201 at 6 Stockmans Lane, Pukekohe (the Property) for $524,000 plus GST (if any) under the Agreement.

[6] The Agreement was on the terms of the standard ADLS Agreement for Sale and Purchase for Real Estate, 10th edition, 2019(2). Further terms of sale provided, among other things:

(a)a deposit of 15 per cent of the purchase price (in three instalments of five per cent) was payable on certain milestones;

(b)the Agreement was conditional on:

(i)the purchaser’s solicitor’s approval of the form and content of the agreement within three working days of the date of the agreement. The purchaser could waive this condition.

(ii)Maraposa being granted such resource consents as required on or before 15 June 2022. Maraposa was able to extend the due date for this condition for up to six months and/or waive this condition.

Grounds of appeal

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

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

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

Consideration

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

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

Keep reading for free

Create a free CaseChat account to read Maraposa Limited v Wang and more:

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

Continue with Google

One click creates your free account or signs you in.

By continuing you agree to the Terms and Privacy Policy.

Details

Case: [2025] NZHC 1585
Decision Date: 17 June 2025

CaseChat Overview and Summary

Maraposa Limited applied for summary judgment against Lei Wang, LXY Investment Limited, and Yunhao Lu for specific performance of a real estate purchase agreement. The application was based on the failure of LXY to settle the purchase of a property in Pukekohe. Neither Mr Wang nor LXY opposed the application, while Ms Lu opposed it, asserting she did not guarantee to perform and observe the conditions and obligations of LXY as set out in the agreement. The court had to determine the nature of the agreement between the parties, whether it was a nomination or an assignment, and whether specific performance could be ordered against the defendants. The court considered whether the terms of the guarantee signed by Ms Lu required her to perform the obligations of LXY under the agreement herself. The court held that summary judgment for specific performance could be ordered against Mr Wang as he was effectively a principal debtor, but it could not be ordered against Ms Lu as the terms of her guarantee did not require her to perform the obligations of LXY in the event LXY fails to do so. The court also dismissed the application for specific performance against LXY as it had been removed from the Companies Office Register. The court granted Maraposa's application for summary judgment for an order for specific performance against Mr Wang and dismissed the application against LXY and Ms Lu. Costs on a 2B basis plus disbursements were awarded against Mr Wang, while costs in respect of the unsuccessful applications against LXY and Ms Lu were reserved to be dealt with as part of the substantive proceeding.

Orders