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Our Expertise

We take great pride in the high calibre of our work and we take great joy being instrumental to our clients’ success.

Commercial Law

 

We advise clients on matters such as company formation, statutory demand, liquidation, business purchases and sales, financing, leasing, shareholder agreements, joint venture or partnership agreement, director’s duties issues, trust issues, and debt recovery. We also advise on commercial contracts of all types including information technology and intellectual property.

We act for clients in litigation involving these commercial matters. Below are some of our recent commercial/trust cases.

 

      • Deng v Zheng [2022] NZSC 76. A successful defence of the Court of Appeal’s decision in the Supreme Court. Following the Court of Appeal’s decision agreeing with our analysis of partnership law, the (CA) respondent applied leave to appeal in the Supreme Court. The Supreme Court granted leave as the case involved an issue of how cultural context should be considered by the Court and advanced by the parties litigating in New Zealand. The Supreme Court considered the case to be a good opportunity for the Court to consider these cultural issues and provide guidance to the lower Court and litigants. This particular case, ultimately, was decided on the evidence, which the Supreme Court agreed with us that it was sufficient to support the finding of a partnership. The Supreme Court concluded that to the extent that the Court of Appeal had considered some cultural context in this case, it was open to do so and there was no error.
      • P v J, a case with similar background and same successful result as Jin v Fuati.
      • Jin v Fuati [2022] NZHC 718. Successful application for adjudication for bankruptcy. The respondent sued the applicant for a commercial dispute, but later discontinued his claims, which resulted in costs orders in the applicant’s favour. The respondent did not pay these costs and was brought to a bankruptcy hearing. The respondent has assets that are restrained by the Commissioner of the Police under Criminal Proceeds (Recovery) Act 2009, he argued that such restraining order operates as an automatic stay against bankruptcy. We were successful in rebutting this argument and bankruptcy was granted.
      • Singh v Mao [2021] NZHC 2230. A successful stay application. The plaintiff purchaser had earlier obtained summary judgment against the defendant vendor enforcing a sale of a property. The plaintiff succeeded on the basis of an earlier case law suggesting that the vendor’s entrenched position may render it unnecessary for the purchaser to attend settlement where it was clear that the vendor had defaulted on certain terms of the agreement. We successfully argued that the position is no longer clear given that new clauses have been introduced into the ADLS standard form agreements to deal with disputes of this nature. Stay of execution of the judgment was granted. The appeal has been heard in the Court of Appeal and is awaiting judgment.
      • Beachlands Childcare Limited v Sweet Homeek Limited [2021] NZHC 382. A successful application to set aside a default judgment. The default judgment was regularly obtained, therefore, the defendant applicant must show reasonably arguable defence. The defendant had defaulted on settlement of the sale and purchase of a business. The proposed defence is one of misrepresentation. The plaintiff argued that the sale and purchase agreement contained a “no reliance” clause, therefore it is a complete defence. The Court accepted that that considering the relevant factors under s 50 of the Contract and Commercial Law Act 2017, the case is not as clear cut as the plaintiff asserts. The judgment was set aside on the condition of payment of costs.
      • Zheng v Deng [2020] NZCA 614. A successful appeal involving determination of whether there is a partnership between two business persons who conducted their joint business through a group of companies. The case considered issues such as the requirement of s 4(1) of the Partnership Act 1908, the effect of s 4(2), the legal and evidence requirement of mutual trust and loyalty between business partners.
      • Fuati v Peng [2020] NZHC 672. A successful application seeking particular discovery in a High Court civil proceeding. The discovery sought relates to source of disputed funds and information under the control of witnesses for the opposing party. In the same proceeding, we also struck out the opposing party’s cross application seeking discovery.
      • Fuati v Peng [2019] NZHC 1859. A successful discharge of a freezing order in the High Court which was initially granted on ex-parte basis. We successfully argued that the proposed causes of action against our client – namely money had and received and breach of trust had very low prospect of success despite the Court had earlier taken a different view.
      • Zhou v Yue [2019] NZHC 2167. A successful protest to the High Court’s jurisdiction on the basis that the other party’s trust claim should be conducted in the Family Court because the matter is part of an existing relationship property proceeding. This judgment is now a legal precedent in this area of the law.
      • Zhou v Chi [2018] NZHC 1298. A complex relationship property case where the former spouse of our client applied and obtained a without notice freezing order against one of the properties the parties once lived during the relationship. In May 2018, we successfully applied and obtained the discharge the freezing order on the grants that the former spouse had not made full and frank disclosure to the Court in a without notice application. We also advanced grounds that this property in question was no longer the family home and therefore not subject to PRA regime and that it was in fact a trust property. The Court awarded our client usual costs plus additional 20% uplift.
      • Corrick v Silich [2018] NZCA 221. An appeal of a commercial case involving formation of a contract and breach of fiduciary duties. Partial costs order was reversed on appeal. The Court of Appeal maintained the same outcome as the High Court but on a different line of reasoning.
      • GL Investment and Development Limited (In Liquidation) v Gao [2018] NZHC 868. A partially successful defence against a claim made by the liquidators against a company director for breach of various director’s duties.

     

    We can assist you with

    • Business sales and acquisitions
    • Business – structure
    • Business – purchase
    • Leasing including commercial property, chattels, plant and equipment
    • Analysing (and minimising) business risks
    • Shareholder agreements and disputes
    • Due diligence
    • Sale of a business
    • Tax negotiations
    • Financial structures / funding / finance
    • Solvency issues
    • Liquidations and winding up
    • Creditor arrangements

    Our Commercial Law Team

    Daniel Zhang

    Daniel Zhang

    DIRECTOR

    09 905 3687
     dzhang@adventark.co.nz

    Elcel Nerida

    Elcel Nerida

    DIRECTOR

    09 905 3685
     enerida@adventark.co.nz

    Hans Yan

    Hans Yan

    LAWYER

    09 905 46553
     hyan@adventark.co.nz

    Let’s Work Together