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Morison v Saha

Morison v Saha

Case [2020] NZHC 3123 25 November 2020

Contract Formation

Summary Judgment

Breach of Contract

Admissibility of Evidence

Res Judicata

Contract Law

Civil Litigation & Procedure

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IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE

CIV-2020-404-1456

[2020] NZHC 3123

IN THE MATTER of an appeal against summary judgment under s 124 of the District Court Act 2016 and Part 20 of the High Court Rules 2016

BETWEEN

RICHARD HUGH MORISON

Appellant

AND

GOVIND PRASAD SAHA

Respondent

Virtual hearing: 18 November 2020

Appearances:

CEM Agnew-Harington for the appellant SRG Judd for the respondent

Date of judgment:

25 November 2020

JUDGMENT OF JAGOSE J

This judgment was delivered by me on 25 November 2020 at 3.00pm.
Pursuant to Rule 11.5 of the High Court Rules.

………………………… Registrar/Deputy Registrar

Counsel/Solicitors:
M R Heron QC, Auckland SRG Judd, Barrister, Auckland Greenwood Roche, Auckland Morrison Kent, Auckland

MORISON v SAHA [2020] NZHC 3123 [25 November 2020]

[1] Mr Morison appeals against the decision of Judge M-E Sharp in the District Court at Auckland on 6 August 2020,1 granting Mr Saha summary judgment of his claim against Mr Morison in the sum of $195,000.

Background

[2] Mr Morison was one of nine people in partnership together.2 Disputes between the partners were resolved in terms of a settlement deed dated February 2019, by which the partnership’s dissolution also was concluded. The deed’s recitals included:

All partners agree that the indebtedness of Morison shown in the accounts at Schedule One is recoverable by Saha as creditor personally and have agreed to an assignment of that debt to Saha.

The accounts at Schedule One shows Mr Morison’s debt to the partnership on dissolution in the amount of $389,376 at 31 March 2018.3

[3] The partners and partnership all agreed to the accounts set out at Schedule One. Clause 1 of the deed provided for three partners to “make no payment whatsoever” to the partnership, and another four partners to “make a settlement payment” to Mr Saha in terms of collateral deeds between them. Neither Mr Morison nor Mr Saha was one of those seven partners. Mr Saha then accepted personal liability to pay the partnership’s creditors and costs of dissolution, and indemnified the other eight partners (including Mr Morison) against such claims against the partnership.

[4] On execution of the deed, subject to the collateral deeds, clause 2 settled any claims between the seven partners (excluding Mr Morison and Mr Saha) and the partnership. In relation to Mr Morison, clause 1.4 provided:

Notwithstanding clause 2, [i]t is further agreed that any claim that the Partnership and/or the partner have against Morison for the debt shown in the accounts in Schedule One specifically survives completed execution and is assigned to Saha personally to pursue recovery.

1      Saha v Morison [2020] NZDC 15506.
2      The background to the partnership and the disputes conveniently is summarised in earlier judgments between the partners: Saha v Reardon [2015] NZHC 638; Houghton v Saha [2015] NZCA 553; Saha v Reardon [2017] NZHC 831. I do not underestimate the effort reflected by the disputes’ resolution.
3      An incomplete copy of…

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 Morison v Saha

Details

AGLC: Morison v Saha [2020] NZHC 3123
Case: [2020] NZHC 3123
Decision Date: 25 November 2020

CaseChat Overview and Summary

In the High Court of New Zealand, Mr. Morison appeals against the District Court's decision to grant summary judgment in favour of Mr. Saha in the sum of $195,000. Mr. Morison was in a partnership with eight other individuals. Disputes between the partners were resolved through a settlement deed dated February 2019, which concluded the partnership’s dissolution. The deed included an assignment of Mr. Morison’s debt to Mr. Saha, which amounted to $389,376. Mr. Saha then accepted personal liability to pay the partnership’s creditors and costs of dissolution and indemnified the other eight partners against such claims. By a separate deed, Mr. Morison and Mr. Saha agreed that any claim for recovery or proceedings issued by Saha would be limited to a maximum liability of $195,000.

The legal issues in this case include whether the settlement correspondence should have been admitted into evidence and whether Mr. Morison had a valid defence to Mr. Saha’s claim. The court held that the settlement deed was binding and that Mr. Morison had no defence to Mr. Saha’s claim. However, the Court of Appeal found that the Judge erred in not considering the factual dispute regarding Mr. Morison’s prior agreement with Mr. Saha. The Court held that the resolution of this factual dispute was necessary to establish the deeds' factual context, as it may afford a defence, making summary judgment inappropriate. The appeal was upheld, and the grant of summary judgment to Mr. Saha was quashed. The substantive proceeding was directed to be called in the District Court at Auckland to make arrangements for its trial.

Orders