Rangly Developments Limited v JCL Equities Limited - [2024] NZHC 3386

IN THE HIGH COURT OF NEW ZEALAND CHRISTCHURCH REGISTRY

I TE KŌTI MATUA O AOTEAROA ŌTAUTAHI ROHE

CIV-2024-409-163

[2024] NZHC 3386

UNDER District Court Act 2016, s 124 and High Court Rules, r 20.4

BETWEEN

Rangly Developments Limited Appellant

AND

JCL Equities Limited Respondent

Hearing: 23 October 2024

Appearances:

B Walker for Appellant

H C Matthews for Respondent

Judgment:

13 November 2024

JUDGMENT OF MANDER J

This judgment was delivered by me on 13 November 2024 at 4 pm pursuant to Rule 11.5 of the High Court Rules 2016

Registrar/Deputy Registrar Date: .

Rangly Developments Ltd v JCL Equities Ltd [2024] NZHC 3386 [13 November 2024]

[1] Rangly Developments Ltd (Rangly) and JCL Equities Ltd (JCL) entered into an agreement for the sale and purchase of a residential property (the agreement). A dispute arose between them regarding this contract which resulted in JCL suing Rangly in the Christchurch District Court to recover the deposit it had paid to Rangly. In response to that proceeding, Rangly sought summary judgment against JCL on the basis that none of the causes of action upon which JCL relies could succeed. That application was declined by Judge Kelly and Rangly now appeals that decision.¹

Background

[2]The background to the dispute was set out in the District Court’s decision:²

[4]        In July 2012 Rangly acquired a property at 46 Walford Street, Christchurch (the Property).
[5]        Ten years later, on 8 August 2022 the parties entered into an agreement for the sale and purchase of the Property (ASP) which included the following due diligence condition:
21.0     Due Diligence
This agreement is conditional upon the purchaser being satisfied with the results of a due diligence investigation of the property and the purchaser’s intended development of it within 15 working days from the date of this Agreement.
If the purchaser is dissatisfied with any aspect of this investigation the purchaser may at the purchaser’s absolute discretion by notice in writing terminate this agreement and in such case any deposit paid must immediately be refunded in full. This clause is inserted for the sole benefit of the purchaser and the purchaser is under no obligation whatsoever to supply any reasons for the purchaser’s dissatisfaction with any aspect of the investigation.
The vendor undertakes and agrees to:
(b)provide to the purchaser any information held relating to the property relevant to the due diligence investigation.

[6] On 29 August 2022, the last day of the due diligence period, JCL confirmed the due diligence clause as having been satisfied, and on 5 September 2022 JCL paid a deposit of $141,739.10 to Rangly’s agent Harcourts.
[7] In December 2022 JCL’s director Mr Jack Lourie discovered through an Official Information Act (OIA) request made on EQC, of the existence of

¹ JCL Equities Ltd v Rangly Developments Ltd [2024] NZDC 5211.
² At [4]–[9].

an EQC file for the Property. JCL says that this file shows that three EQC claims were settled for cash including a claim for land damage, and that the…

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 Rangly Developments Limited v JCL Equities Limited

Details

AGLC: Rangly Developments Limited v JCL Equities Limited [2024] NZHC 3386
Case: [2024] NZHC 3386
Decision Date: 13 November 2024

CaseChat Overview and Summary

Rangly Developments Ltd (Rangly) and JCL Equities Ltd (JCL) entered into an agreement for the sale and purchase of a residential property. A dispute arose regarding this contract which resulted in JCL suing Rangly in the Christchurch District Court to recover the deposit it had paid to Rangly. In response to that proceeding, Rangly sought summary judgment against JCL on the basis that none of the causes of action upon which JCL relied could succeed. Rangly now appeals against the District Court's refusal to grant summary judgment. Rangly contends the Judge erred by failing to assess the evidence and the significance of the factual matters in dispute; and by failing to make any findings in relation to the meaning of the due diligence clause in the agreement and to assess whether there was any real prospect of JCL's interpretation being accepted at trial. JCL maintains its claim requires an assessment of disputed factual circumstances relating to the agreement and that the evidence upon which Rangly relies in opposition to its claim is untested. The appeal was dismissed. The Court found that the factual issues in dispute between the parties give rise to related questions of discovery that will need to be addressed to resolve the factual disputes between the parties. The proceeding cannot be dealt with by way of summary judgment. The appeal against the dismissal of Rangly's application for summary judgment is dismissed. JCL is entitled to scale costs on the appeal.

Orders