Rocket Surgery Ltd v Goodwin - [2012] NZHC 2752

IN THE HIGH COURT OF NEW ZEALAND DUNEDIN REGISTRY

CIV-2012-412-000335 [2012] NZHC 2752

BETWEEN ROCKET SURGERY LIMITED Plaintiff

ANDWAYNE ERNEST GOODWIN AND MARY ELIZABETH GOODWIN Defendants

Hearing: 8 and 10 October 2012 (Heard at Dunedin)

Appearances: D P Robinson for Plaintiff
T J Shiels for Defendant

Judgment: 19 October 2012

JUDGMENT OF ASSOCIATE JUDGE OSBORNE [as to summary judgment]

Introduction

[1] The forum of equity was in Chancery.

[2] In 1615, Lord Ellesmere LC in the Earl of Oxford’s Case[1] said of it:
[1] Earl of Oxford’s Case (1615) 1 Ch Rep 1;21 E.R. 485 at 486.

The Cause why there is a Chancery is, for that Mens Actions are so divers and infinite, That it is impossible to make any general Law which may aptly meet with every particular Act, and not fail in some Circumstances.

This complementary role which equity still bears to the common law was recognised almost 300 years later by the great jurist Professor F W Maitland, when he observed:

We ought not to think of common law and equity as of two rival systems. Equity has come not to destroy the law but to fulfil it, to supplement it, to explain it.

ROCKET SURGERY LIMITED V GOODWIN HC DUN CIV-2012-412-000335 [19 October 2012]

[3] Trusts, creatures of equity, were designed to last for a long time and to cope with uncertainties.[2]

[2] For this characterisation I am obliged to Fogarty J, speaking extra-judicially to the Trusts Special

Interest Group, 25 September 2012

[4] For reasons I will now discuss, this case illustrates the ability of equity to deal comprehensively with the relationship between parties when the common law, and in particular the law of contract, may not.

The plaintiff ’s application

[5] Rocket Surgery as the plaintiff seeks orders directing the sale and terms of sale of a property of which it is registered proprietor. Rocket Surgery acknowledges that it had previously entered into arrangements with the Goodwins (the defendants) concerning the property.

The mortgagors are helped out

[6] Mr and Mrs Goodwin were facing a mortgagee sale of their Mosgiel property. They had no hope from their own resources of averting a sale. Their son-in-law, Campbell Harvey, stepped in. A company (Rocket Surgery) owned by Mr Harvey and some colleagues would try to purchase the property from the mortgagee. They would borrow money to do so. The plan was that they might hold the property for approximately a year. This would give the Goodwins a chance to get back on their financial feet and to buy the property back either in their own name or through a nominee. In the meantime Rocket Surgery would cover the finance costs. The parties referred to Rocket Surgery as “the financier”. The Goodwins would have some right of occupation, although exactly what was not spelt out. Nor was the position of another family who resided effectively as guests in the property. But there was an understanding that they would “manage” the property. If and when the Goodwins…

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 Rocket Surgery Ltd v Goodwin

Details

AGLC: Rocket Surgery Ltd v Goodwin [2012] NZHC 2752
Case: [2012] NZHC 2752
Decision Date: 19 October 2012

CaseChat Overview and Summary

Rocket Surgery Limited sought orders directing the sale and terms of sale of a property that it had purchased to protect it from a mortgagee sale and hold it on behalf of the Goodwins. The parties had an arrangement whereby Rocket Surgery would hold the property for approximately one year to allow the Goodwins to get back on their financial feet and buy the property back. If they did not buy the property back, it was to be sold for market value. The parties had not documented their arrangement, and the Goodwins did not buy the property back. Rocket Surgery sought summary judgment to bring an end to the parties' commercial relationship on a date certain. The court found that the relationship between Rocket Surgery and the Goodwins proceeded as a relationship of trust, and Rocket Surgery, as trustee, must dispose of the property for its market value now through a proper sale process. The court's jurisdiction to authorise a range of dealings with trust property was provided by s 64 Trustee Act 1956. The court found that the sale of the property was expedient in the administration of this trust, and it was difficult or impracticable for Rocket Surgery to effect a sale of the property without the assistance of the court. The court made orders for the sale of the property and the application of the proceeds of sale. The costs of the proceeding were to be paid by the defendants to the plaintiff on the basis of the 2B scale with an uplift of 25 per cent together with disbursements to be fixed by the Registrar.

Orders