Landmark case for directors' duties Last week the Supreme Court released its long-awaited decision in Yan v Mainzeal Property and Construction Limited (in liquidation) (“Mainzeal”). It confirmed the lower court’s decision that the directors breached their duties holding them personally liable to pay compensation of $39.8 million (plus 10 years of interest). Mainzeal was one of NZ’s largest construction companies behind an impressive list of projects, including Spark Arena (previously Vector Arena), the Lion Nathan Integrated Beverage Facility and the Rotorua Hospital upgrade. Mainzeal was p ..read more

Developers – Unit Titles Act changes on 9 May 2023 Get ready, here’s a rundown of the changes: If you are currently selling units, either off the plan or completed, then make sure you are across Unit Titles Act changes from 9 May 2023.  The key things to be aware of as a developer are as follows: New Pre-Contract Disclosure Statements for off-the-plan sales Including: A budget for 12 months, including an estimate for an “average” 12 months The proposed ownership interest** for each unit, based on sales value If different from the ownership interest**, the proposed utility interest ..read more

We are seeing more and more clients in relationships wanting certainty around the assets they own. These clients are at different ages and stages of life. They want to know what they would walk away with if the relationship was to end, either by separation or death. Clients could be purchasing their first property with a partner and contributions are not equal. They might be in a second relationship and bring significant assets with them. Or they may be in a long-term relationship but both parties want to set out who owns what to avoid problems down the track. What the law says The Property (R ..read more

If you own a leased property or you are a tenant, take a moment to consider if you are unreasonable! Do you prioritise the right things? This case might make you think… Request In June this year, the courts were asked to make a declaration relating to a landlord withholding consent for a tenant to assign (or pass on) their lease to their son and his wife. To set the scene, E is the owner of a rural property in Northland. It is leased to R for 999 years on quite favourable terms for the tenant. Whilst this lease can be assigned, it still requires the consent of E, the landlord. That consent ..read more

Vendor warranties – Promises worth keeping We all make promises at different points in our lives. Sometimes we break them. However, breaking vendor warranties – promises made when selling or purchasing property, can have far-reaching and damaging consequences. A vendor warranty is a contractual promise given by a vendor to a purchaser as part of a sale and purchase agreement. Essentially, the vendor will promise the purchaser that a particular state of affairs exists at the time of signing the agreement, or even sometimes at settlement. Some common examples include: The sale property has al ..read more

An Interview With Denise Marsden, Director How many lawyers do you have at AlexanderDorrington?  We have nine lawyers, including me and Jourdan Griffin, our other Director. We also have four legal executives.   As a director of a boutique firm, you must be busy with your clients and managing the firm.  How do you work with senior lawyers on a day-to-day basis?  I enjoy coaching and teaching and get a lot of energy from it. One of my seniors asked me why I did not become a teacher. It’s finding the right balance one-to-one so a senior lawyer is constantly growing an ..read more

What is it and why would you need one? A sunset clause is a clause in a contract that allows a party to cancel once a specific date has been reached, known as the sunset date. Although they are a common topic, a sunset clause can actually exist in a couple of different forms. A bare right of cancellation held by a vendor or purchaser, or both; or A condition, subsequent as to e.g., title, code compliance certificate and/or practical completion of the project. It is now commonplace for informed developers to push for the inclusion of a sunset clause. It is important to consider what will suit ..read more

Admission as a graduate of a New Zealand University Congratulations! You have completed your law degree. Your dream of becoming a lawyer is much closer. However, there are still a few other things that must be done before you become a legal practitioner.  As a fresh graduate myself, I have recently undergone the admission process and at the time of writing, I am patiently awaiting admission to the roll of Barristers and Solicitors of the High Court of New Zealand at the Hamilton High Court. This process can be stressful and confusing, so I have created this guide to help aspiring lawyers ..read more

The Incorporated Societies Act 2022 (“new Act”) gained royal assent in April 2022.  The Act replaces the deficient Incorporated Societies Act 1908 (“1908 Act”), which was no longer fit for purpose.  In the century since the passing of the 1908 Act, incorporated societies have grown considerably in their complexity and many now hold considerable assets.  The new Act now provides incorporated societies with much-needed guidance on operational matters, self-governance and aligning it with similar entities such as companies in respect to conflict-of-interest management and accounta ..read more

When undertaking a major unit title redevelopment, you must first obtain the consent of all owners materially affected by the redevelopment. Then pass a special resolution (designated resolution) agreeing to the new unit plan (section 68(3) of the Unit Titles Act 2010 (“UTA”)).   What is a designated resolution? Designated resolutions are reserved for major decisions by the body corporate for example the subdivision of a principal unit, selling common property, additions to common property and redevelopments under s68 of the UTA. The designated resolution process entails the body corporat ..read more