Legal Research
Cases
PricewaterhouseCoopers v Zag Limited

PricewaterhouseCoopers v Zag Limited

Link copied

Case Copied 13 June 2023 41 min read

Contents

On this page

IN THE HIGH COURT OF NEW ZEALAND WELLINGTON REGISTRY

I TE KŌTI MATUA O AOTEAROA TE WHANGANUI-A-TARA ROHE

CIV-2018-485-892

[2023] NZHC 1470

BETWEEN
PRICEWATERHOUSECOOPERS

Plaintiff/Counterclaim Defendant

AND

ZAG LIMITED

Defendant/Counterclaim Plaintiff

Hearing: 12 June 2023

Appearances:

A J Horne and T J B Leggat for Plaintiff/Counterclaim Defendant D M Salmon KC, M F Mabbett and E M N Ryan for Defendant/Counterclaim Plaintiff

Judgment:

13 June 2023

JUDGMENT OF McQUEEN J

Introduction

[1] This proceeding concerns the provision of a human resources management and information system for the New Zealand Police (the Project).

[2] In 2014, the plaintiff (PWC) entered into an agreement with Police under which it was the lead contractor for the Project. PWC separately entered into a subcontract with the defendant (Zag Ltd, formerly known as Soltius Ltd).1 The scope of the relevant obligations of PWC and Zag under the relevant contracts and associated agreements is the subject of the dispute between the parties.

1 For simplicity in this judgment, I refer to the defendant as Zag.

PRICEWATERHOUSECOOPERS v ZAG LTD [2023] NZHC 1470 [13 June 2023]

[3] The Project suffered from delays and was subsequently delivered over budget. PWC and Police settled their dispute in relation to the Project. The settlement was recorded in a settlement deed dated 31 May 2018 (the Settlement Deed).

[4] The substantive hearing in this matter is scheduled to begin on 19 June 2023. The issue before the Court that requires immediate determination is an application by Zag for particular discovery, in which Zag also challenges PWC’s claims of privilege in respect of certain categories of documents. That application is opposed by PWC.

[5] PWC also seeks non-publication orders in respect of the Settlement Deed. PWC and Zag consent to these orders sought being made on an interim basis, until further order of the Court. At the hearing, I indicated I would make those orders on that basis, which meant it was unnecessary to hear argument on the issue at this time.

[6] I heard Zag’s application on 12 June 2023. Given the imminent commencement of the substantive trial, I indicated to counsel that I would provide my decision by 13 June 2023.

[7] For the reasons set out below, I consider that Zag’s application should be allowed in part.

Zag’s application for particular discovery and challenge to PWC’s privilege claims

[8] Zag seeks the following documents to be provided for inspection within 48 hours:

(a)Documents exchanged between PWC and Police for the purposes of the mediation on 27 February 2017 and/or in the course of negotiating and agreeing the Settlement Deed between PWC and Police, including but not limited to all versions of the parties’ formal ‘position papers’ exchanged between Police and PWC for the mediation (the Settlement Documents).

(b)Documents prepared by PWC in order to analyse PWC’s (and other

Project members’) respective contributions to Project delays, which are not the subject of legal advice privilege (the Project Delay Documents).

(c)If PWC intends to call evidence from Mr Eric…

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 PricewaterhouseCoopers v Zag Limited 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: [2023] NZHC 1470
Decision Date: 13 June 2023

CaseChat Overview and Summary

This proceeding concerns a dispute between PricewaterhouseCoopers (PWC) and Zag Limited regarding the provision of a human resources management and information system for the New Zealand Police. The dispute arose from delays and cost overruns on the project, which led to a settlement between PWC and the Police. Zag, a subcontractor of PWC, sought particular discovery of certain documents and challenged PWC's claims of privilege over those documents. The court considered Zag's application for particular discovery and its challenge to PWC's privilege claims in relation to three categories of documents: Settlement Documents, Project Delay Documents, and Legal Advice Documents.

The court found that Zag's application should be allowed in part. In relation to the Settlement Documents, the court held that it was in the interests of justice for the documents to be disclosed, as the reasonableness of the settlement between PWC and the Police was a significant issue in the proceeding. The court also found that PWC had waived privilege over the Settlement Documents by disclosing certain related documents in the Settlement Deed. The court ordered PWC to promptly disclose documents exchanged between PWC and Police for the purposes of the mediation on 27 February 2017 and/or negotiating and/or agreeing the Settlement Deed, which set out, or respond to, either party's substantive claim.

In relation to the Project Delay Documents, the court found that privilege was properly asserted over those documents, and that it was not in the interests of justice for the privilege to be set aside. The court declined to require PWC to list individual documents of this kind so that Zag may consider whether to challenge the privilege claim made.

Finally, in relation to the Legal Advice Documents, the court found that PWC had not waived privilege in the legal advice referred to in the evidence of Mr Lucas. The court held that PWC's references to the legal advice did not amount to waiver of privilege in the advice.

The court declined to make an order requiring PWC to list all documents in which privilege had been claimed by way of group listing, as it was not satisfied that such an order was proportionate in all the circumstances.

Non-publication orders were made on the Settlement Deed and its terms, as well as in respect of the settlement payment agreed and the loss asserted by Police. Costs on Zag's application were reserved until the determination of the substantive proceeding.

Orders