Sidey v Ngatapa Limited - [2025] NZCA 609

IN THE COURT OF APPEAL OF NEW ZEALAND

I TE KŌTI PĪRA O AOTEAROA

CA678/2025
[2025] NZCA 609

BETWEEN	MICHAEL DAVID SIDEY Appellant
AND	NGATAPA LIMITED Respondent

Hearing:	3 November 2025
Court:	Cooke, Walker and Cull JJ
Counsel:	R B Butler and T P Refoy-Butler for Appellant B M Russell for Respondent
Judgment:	20 November 2025 at 10.30 am

JUDGMENT OF THE COURT

AThe appeal is dismissed.
BThe appellant must pay the respondent costs for a standard appeal on a band A basis together with usual disbursements.

____________________________________________________________________

REASONS OF THE COURT

(Given by Cooke J)

Mr Michael Sidey seeks to appeal from a decision of the High Court dismissing his application to sustain a caveat.[1] The caveat had been lodged in relation to an agreement for sale and purchase dated 8 July 2025 for the sale of a rural property in Christchurch for $7.75 million. Associate Judge Lester held that the contract had been validly cancelled by the respondent after Mr Sidey had not confirmed the contract as unconditional under its terms. He rejected Mr Sidey’s argument that the respondent had affirmed the contract after Mr Sidey had not confirmed the contract as unconditional within the time required.[2]

The relevant facts

[1]Sidey v Ngatapa Ltd [2025] NZHC 3056 [judgment under appeal].

[2]At [54]–[56].

There are no material factual disputes.
The agreement for sale and purchase dated 8 July 2025 (the Agreement) was on standard ADLS/REINZ terms. The relevant land involved 198.2447 hectares of rural land at Coutts Island Road in Christchurch. The Agreement was subject to a number of special terms, including a due diligence clause in the following terms:[3]
[3]Emphasis in original.
35 DUE DILIGENCE
35.1This Agreement is conditional upon the Purchaser being entirely satisfied that the property is suitable to them at the agreed price and for their intended uses following the Purchaser undertaking a due and diligent investigation of the property which may include (without limitation).
a)Architectural and engineering analysis in respect of the buildings.
b)The property’s compliance with the Resource Management Act 1991 and the Building Act 2004 including future compliance given the Purchaser’s proposed uses of the property.
c)A valuation report by a registered valuer appointed by the Purchaser.
d)A review of the Certificate of Title, Easements and EQC Claims.
e)The obtaining of a satisfactory Land Information Memorandum from the local territorial authority.
f)An assessment of the overall financial suitability of the Purchaser’s proposed investment in the property.
g)Securing finance upon terms and conditions satisfactory to themselves.
35.2The parties acknowledge that the satisfaction of clause 35.1 shall be at the sole discretion of the Purchaser and that if the condition is not fulfilled due to the Purchaser not being satisfied with any aspect of the property the Purchaser shall not be obliged to state any reason for the Purchaser’s lack of satisfaction.
35.3The time for satisfaction of the conditions in clause 35.1 shall be confirmed with fifteen (15) working days from the date of this agreement.
35.4The parties acknowledge that clause 35.1…

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.

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Details

Case: [2025] NZCA 609
Decision Date: 20 November 2025 at 10.30 am

CaseChat Overview and Summary

The Court of Appeal of New Zealand heard an appeal brought by Michael David Sidey against Ngatapa Limited concerning the dismissal of Mr Sidey's application to sustain a caveat over a rural property in Christchurch. The original sale agreement, dated 8 July 2025, was subject to specific conditions, including a due diligence clause. Mr Sidey failed to meet the deadline for confirming the due diligence condition, and despite extensions, he did not confirm the condition by the final extended date on 4 August 2025. Instead, negotiations continued with the aim of varying the terms of the agreement. However, on 8 August 2025, Ngatapa Limited terminated the agreement, which Mr Sidey contested by lodging a caveat.

The legal issues before the Court of Appeal revolved around whether Ngatapa Limited had affirmed the original agreement or entered into a new agreement with varied terms, and whether these actions justified sustaining the caveat. The Court examined whether there was a reasonably arguable case that the respondent had affirmed the contract, which would render the caveat sustainable. The Court also needed to determine if the negotiations for a varied agreement constituted a binding contract.

The Court of Appeal dismissed the appeal, upholding the High Court's decision. The Court found that Ngatapa Limited had not affirmed the original agreement, as the communications between the parties did not clearly and unequivocally demonstrate an intention to affirm the contract. Instead, the negotiations were premised on the assumption that the original agreement was not yet binding. Furthermore, the Court held that the varied terms agreement was not binding because the necessary steps to finalize the agreement were not completed. Specifically, Mr Sidey did not confirm the varied terms as required, and the respondent withdrew its offer once it became aware of a more lucrative offer from another purchaser. Consequently, the Court concluded that the original agreement was validly terminated, and no new binding agreement was formed.

The appeal was dismissed, and Mr Sidey was ordered to pay Ngatapa Limited the costs of the appeal.

Orders