Wang v Future Urban Limited - [2023] NZHC 2609

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE

CIV-2022-404-000399

[2023] NZHC 2609

BETWEEN
YUE WANG

Plaintiff

AND

FUTURE URBAN LIMITED

First Defendant

S J LAWYERS
Second Defendant

LAI WEI

Third Defendant

Hearing: 13 July 2023

Counsel:

DB Hickson for Plaintiff

Judgment:

20 September 2023

JUDGMENT OF DOWNS J

This judgment was delivered by me on Wednesday, 20 September 2023 at 3 pm pursuant to r 11.5 of the High Court Rules.

Registrar/Deputy Registrar

Solicitors:
PCW Law Ltd, Auckland.

WANG v FUTURE URBAN LTD [2023] NZHC 2609 [20 September 2023]

Introduction

[1] The plaintiff, Yue Wang, brings claims against three defendants in relation to a deed of nomination. This judgment addresses Mr Wang’s claims against the first and third defendants, each by way of formal proof.1 Mr Wang’s claim against the second defendant will be tried in the usual way.

[2] The first defendant is Future Urban Ltd, or Future Urban. Future Urban was the purchaser in a sale and purchase agreement in relation to a property at Lot 98, 10 Scott Road, Hobsonville. The third defendant, Lai Wei, is the sole director and shareholder of Future Urban.

Background

[3] Mr Wang and Mr Wei were once friends. Both worked in the building industry together and undertook development projects together.

[4] In 2018, a large piece of land at 10 Scott Road, Hobsonville, was being subdivided into at least 200 properties. Mr Wang, Mr Wei and another friend decided to purchase three lots—Lots 98, 100 and 102—build a home on each, and then sell all three. They agreed to contribute one third of the cost each and to share profits in the same proportion. Future Urban agreed to purchase the three lots on their behalf.

[5] On 8 October 2018, Future Urban entered a sale and purchase agreement in relation to Lot 98, which I call the agreement. Under the agreement, the purchase price was $400,000, and the deposit, $20,000. Settlement was to occur 10 working days after the vendor’s lawyer notified Future Urban’s lawyer a search copy of the certificate of title was available. The agreement contained these conditions about nominations:

4.8 The Purchaser shall not transfer, assign, dispose of or alienate its rights under this Agreement or enter into any agreement to on sell the Property first without procuring the new purchaser to enter into a covenant on the same terms as the covenant in this clauses 4.6 to 4.8 (inclusive) with the Vendor, such covenant to be made at the cost of the Purchaser using the form prepared and approved by the Vendor (at its sole discretion).

1 Minute of Associate Judge Taylor dated 6 March 2023.

…

6.6 Subject to clause 4.8, the Purchaser may assign, transfer (whether by nomination or otherwise), or dispose of or alienate the benefit of this Agreement, or enter into any further agreement to on-sell the Property before the Settlement Date with the Vendor’s prior written consent (such consent not to be…

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 Wang v Future Urban Limited

Details

AGLC: Wang v Future Urban Limited [2023] NZHC 2609
Case: [2023] NZHC 2609
Decision Date: 20 September 2023

CaseChat Overview and Summary

The case of Wang v Future Urban Limited concerns claims made by the plaintiff, Yue Wang, against two defendants, Future Urban Limited and Lai Wei, in relation to a deed of nomination. The primary dispute revolves around the validity and enforceability of the deed of nomination and the associated obligations, particularly concerning the deposit payment for a property located at Lot 98, 10 Scott Road, Hobsonville. Wang had entered into a sale and purchase agreement with Future Urban for the property and later executed a deed of nomination transferring his rights and obligations to another party. The case reached the High Court of New Zealand, Auckland Registry, where the court had to determine whether Future Urban's conduct in nominating Wang as the purchaser constituted misleading or deceptive conduct under the Fair Trading Act 1986, and if Wang was entitled to damages or a debt repayment from Wei.

The legal issues before the court included whether Future Urban's actions in nominating Wang constituted misleading or deceptive conduct, and if so, what damages Wang could claim under the Fair Trading Act. Additionally, the court had to decide if Wang was entitled to a debt repayment from Wei regarding the deposit payment. The court found that Future Urban's nomination of Wang did convey a representation that the deed would be valid and enforceable, but this was misleading as Future Urban had not obtained the necessary consent from the vendor. However, the court could not establish a clear causal link between Future Urban's conduct and Wang's financial losses or emotional distress, thus limiting the recoverable damages. Regarding the debt claim against Wei, the court concluded that there was insufficient evidence to support Wang's contention that Wei should repay the deposit, and therefore dismissed this claim.

The court awarded Wang damages of $29,686.30 plus interest against Future Urban, reflecting the wasted expenses incurred in preparing to build on the property. Wang's claims for further damages and against Wei were dismissed. Wang was granted costs on a 2B scale against Future Urban. The court also directed that a copy of the judgment be sent to the Commissioner of Inland Revenue due to Wang's evidence about funding complications related to an investigation by the Inland Revenue Department.

Orders