Ryan v M & E Ryan & Sons Limited - [2024] NZHC 2499

IN THE HIGH COURT OF NEW ZEALAND BLENHEIM REGISTRY

I TE KŌTI MATUA O AOTEAROA TE WAIHARAKEKE ROHE

CIV-2021-406-38

[2024] NZHC 2499

UNDER The Property Law Act 2007

BETWEEN

ANTHONY JOHN GUBBINS RYAN and MARIA ELIZABETH RYAN, both of

Seddon, Farmers, in their capacities as Trustees of the Sedgemere Trust Plaintiffs

AND

M & E RYAN & SONS LIMITED, being a duly incorporated company under the Companies Act 1993, having its registered office at Blenheim

Defendant

Hearing: 19–23 February 2024

Appearances:

T G Stapleton KC for Plaintiffs

M J Radich and S A Wadworth for First Defendant D Benson for ANZ Bank

R Foitzik for Marlborough District Council

Judgment:

2 September 2024

JUDGMENT OF CULL J

Table of Contents

Para No.

Introduction [1]
What started the vineyard business?[6]
The Ryan family farming background[6]

Sedgemere[9]

Redgate[14]

The vineyard business[17]

The Agreed Terms [20]
The Agreement to Lease and Sale of Assets[23]

RYAN and RYAN v M & E RYAN & SONS LIMITED [2024] NZHC 2499 [2 September 2024]

The implementation of the parties’ agreement[26]

The dispute [29]

Evidence admissibility challenges [33]

The issues[38]

What were the parties’ intentions and agreement in 2008 – 2009 in relation to Tetley Brook? [40]

The Agreed Terms[50]
The formal Agreement to Lease and Sale of Assets[55] Does the Agreement correctly reflect the parties’ intentions and agreement? [63] Chris’s position [71]
Analysis of the evidence on the parties’ intentions and agreement[81] Total vineyard values or land only?  [81]
Was the subdivision intended?  [93]
Conclusions[103]
(i)Total vineyard values or land only?  [103]
(ii)Is the Agreement accurate?  [105]

(iii) Was the subdivision intended? [106] Are there impediments to the Court’s exercise of its discretion under s 339(1)(b) of the Property Law Act?[107]
The Court’s powers under s 339 of the Property Law Act[110]
The legal grounds of opposition[114]
What is the relevance or enforceability of the Agreed Terms note?[117] Do s 24 of the Property Law Act and the parol evidence rule apply?[126] Does the pleading in mistake prevent the exercise of the Court’s discretionary powers in s 339(1) of the PLA?[137]
Is the proposed partition precluded by tax implications arising from the
subdivision of the land?[143]
Will hardship be caused by the making or refusal of the orders sought?[153]
Conclusion[159]
Result[162]
Costs[165]

Introduction

[1] Two brothers, John and Chris, both vineyard operators, are in dispute over the division of the 270.1723 hectare Tetley Brook property (Tetley Brook) in the Awatere Valley, Blenheim, which contains their two separate vineyard businesses. Through their respective entities, John and Chris, are the registered co-owners in undivided shares of Tetley Brook where they have each operated their separate grape-growing and winery supply businesses from their separate vineyards for many years.

[2] John and his wife Maria hold 77.857 per cent of undivided shares in Tetley Brook and operate the Sedgemere vineyard. As trustees of the Sedgemere Trust (the

Trust), they seek a division of Tetley Brook under s 339(1)(b) of the Property Law Act 2007 (PLA).

[3] Chris however opposes John’s application.…

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 Ryan v M & E Ryan & Sons Limited

Details

AGLC: Ryan v M & E Ryan & Sons Limited [2024] NZHC 2499
Case: [2024] NZHC 2499
Decision Date: 2 September 2024

CaseChat Overview and Summary

In Ryan v M & E Ryan & Sons Limited, the High Court of New Zealand addressed the dispute between John Ryan and Chris Ryan over the division of Tetley Brook property. John, through the Sedgemere Trust, and Chris, through M & E Ryan & Sons Limited, co-owned the property in undivided shares. The dispute centred on the interpretation of the parties' agreement in 2008–2009 regarding the division of the property based on either the total value of the vineyard and land or solely the land area. The court was tasked with determining whether the agreement accurately reflected the parties' intentions and whether there were impediments to the court exercising its discretion under s 339(1)(b) of the Property Law Act 2007. The court found that the 22.143 per cent share, on which Chris was brought into the vineyard business, was based on total vineyard values, not land area, and that the agreement did not reflect the parties' true intentions. The court concluded that the division of the property in kind, as reflected in the 2016 subdivision, was consistent with the parties' intentions. The court granted the division of Tetley Brook as sought by the plaintiffs, transferring specific titles to the respective parties, and ordered the costs to be negotiated between the parties.

Orders