The purpose of this subpart is to permit a person who is not a party to a deed or contract to enforce a promise made in it for the benefit of that person.

In this subpart, unless the context otherwise requires,—

This section applies to a promise contained in a deed or contract that confers, or purports to confer, a benefit on a person, designated by name, description, or reference to a class, who is not a party to the deed or contract.

The promisor is under an obligation, enforceable by the beneficiary, to perform the promise.

This section applies whether or not the person referred to in subsection (1) is in existence when the deed or contract is made.

Section 12 does not apply to a promise that, on the proper construction of the deed or contract, is not intended to create, in respect of the benefit, an obligation enforceable by the beneficiary.

A promise to which section 12 applies and the obligation imposed by that section may not be varied or discharged without the consent of a beneficiary if—

Subsection (1)(a) applies whether or not the beneficiary or other person has knowledge of the precise terms of the promise.

For the purposes of subsection (1)(b) and (c),—

This section is subject to sections 15 and 16.

Nothing in this subpart prevents a promise to which section 12 applies or an obligation imposed by that section from being varied or discharged at any time—

This section applies if—

A court may, on application by the promisor or promisee and if it is just and practicable to do so, make an order authorising the variation or discharge of the promise or obligation or both.

The order may be made on the terms and conditions that the court thinks fit.

Subsection (5) applies if a court—

The court must make it a condition of the order that the promisor pay to the beneficiary, by way of compensation, the sum that the court thinks just.

The obligation imposed on a promisor by section 12 may be enforced by the beneficiary as if the beneficiary were a party to the deed or contract.

Relief in respect of the promise may not be refused on the ground—

In subsection (2), relief includes damages, specific performance, or an injunction.

This section applies only if, in a proceeding brought in a court, a claim is made in reliance on this subpart by a beneficiary against a promisor.

The promisor has available, by way of defence, counterclaim, set-off, or otherwise, any matter that would have been available to the promisor—

However, a set-off or counterclaim against the promisee is available under subsection (2) against the beneficiary only if the subject matter of the set-off or counterclaim arises out of, or in connection with, the deed or contract in which the promise is contained.

In a counterclaim brought under subsection (2) or (3) against a beneficiary,—

Subsections (2) and (3) are subject to subsection (4).

This subpart does not apply to any promise, contract, or deed, or any part of a promise, contract, or deed, that is governed by a law other than New Zealand law.

Nothing in this subpart limits or affects—

The purpose of this subpart is to mitigate the arbitrary effects of mistakes on contracts by giving courts appropriate powers to grant relief in the circumstances mentioned in section 24.

These powers—

This subpart has effect in place of the rules of the common law and of equity governing the circumstances in which relief may be granted, on the grounds of mistake, to—

Subsection (1) applies except as otherwise expressly provided in this subpart.

Nothing in this subpart affects—

Nothing in this subpart deprives a court of the power to exercise its discretion to withhold a decree of specific performance in any case.

In this subpart, unless the context otherwise requires, mistake means a mistake, whether of law or of fact.

For the purposes of this subpart, a mistake in the interpretation of a document is a mistake of law.

Subsection (2)—

There is a contract for the purposes of this subpart where a contract would have come into existence but for circumstances of the kind described in section 24(1)(a).

A court may grant relief under section 28 to a party to a contract if,—

The relief may be granted in the course of any proceeding or on application made for the purpose.

For the purposes of subsection (1)(a)(i) and (iii), the other party or other parties must not be a party or parties who have substantially the same interest under the contract as the party seeking relief.

For the purposes of relief under section 28 in respect of a contract, a mistake, in relation to that contract, does not include a mistake in its interpretation.

This section applies whether or not an application for relief is made.

For the purposes of relief under section 28 in respect of a contract, the decision of a party to the contract to enter into it is not made under the influence of a mistake if, before the party enters into it and at a time when the party can elect not to enter into it, the party becomes aware of the mistake but elects to enter into the contract despite the mistake.

This section applies whether or not an application for relief is made.

The extent to which the party seeking relief (or the party through or under whom relief is sought) caused the mistake is one of the considerations that must be taken into account by the court in deciding whether to grant relief under section 28.

If, under sections 24 to 26, the court has power to grant relief, the court may make any order that it thinks just.

In particular, but without limiting subsection (1), the court may do 1 or more of the following things:

The court may, by an order made under this section,—

In subsection (3),—

An order may be made on the terms and conditions that the court thinks fit.

If, under sections 24 to 26, the court has power to grant relief to a party to a contract, it may grant relief not only to that party but also to any person claiming through or under that party.

An application for relief under section 28 may be made by—

Nothing in an order made under this subpart invalidates a disposition of property referred to in subsection (2) if the person to whom the disposition was made—

The dispositions are—

Nothing in an order made under this subpart affects subpart 5 of Part 2 of the Property Law Act 2007 (which relates to the assignment of things in action).

In this section, mistaken contract means a contract entered into in the circumstances described in section 24(1)(a).

See section 9 (which defines disposition).

This subpart does not apply to any contract, or any part of any contract, that is governed by a law other than New Zealand law.

In this subpart, unless the context otherwise requires, cancel, in relation to a contract, means cancel in accordance with sections 36 to 40.

If a contract expressly provides for a remedy for misrepresentation, repudiation, or breach of contract, or makes express provision for any of the other matters to which sections 35 to 49 relate, those sections have effect subject to that provision.

If a party to a contract (A) has been induced to enter into the contract by a misrepresentation, whether innocent or fraudulent, made to A by or on behalf of another party to that contract (B),—

Subsection (1) applies to contracts for the sale of goods—

A party to a contract may cancel the contract if, by words or conduct, another party (B) repudiates the contract by making it clear that B does not intend to—

This section is subject to the rest of this subpart.

A party to a contract may cancel it if—

If subsection (1)(a), (b), or (c) applies, a party may exercise the right to cancel the contract if, and only if,—

Subsection (1) is subject to the rest of this subpart, but does not limit section 36.

A party is not entitled to cancel the contract if, with full knowledge of the repudiation, misrepresentation, or breach, the party has affirmed the contract.

A party who has substantially the same interest under the contract as the party whose act constitutes the repudiation, misrepresentation, or breach may cancel the contract only with the leave of the court.

The court may, on application made for the purpose, grant leave under subsection (1) if it is satisfied that it is just to do so.

The leave may be granted on the terms and conditions that the court thinks fit.

Sections 36 to 39 have effect in place of the rules of the common law and of equity governing the circumstances in which a party to a contract may rescind it, or treat it as discharged, for misrepresentation, repudiation, or breach.

This section applies except as otherwise expressly provided in this subpart.

The cancellation of a contract by a party does not take effect—

The cancellation may be made known by words or by conduct showing an intention to cancel, or both. It is not necessary to use any particular form of words, so long as the intention to cancel is made known.

When a contract is cancelled, the following provisions apply:

This section is subject to the rest of this subpart.

Nothing in this section affects the right of a party to recover damages for a misrepresentation or the repudiation or breach of the contract by another party.

When a contract is cancelled by any party, the court may, if it is just and practicable to do so, make an order or orders granting relief under this section.

The relief may be granted in the course of any proceeding or on application made for the purpose.

An order under this section may—

In subsection (3),—

An order under section 43 may be made on the terms and conditions that the court thinks fit.

However, a term or condition must not have the effect of preventing a claim for damages by any party.

In considering whether to make an order under section 43, and in considering the terms of any order, the court must have regard to—

No order may be made under section 43(3)(c) to (e) that would have the effect of depriving a person, not being a party to the contract, of the possession of, or any estate or interest in, any property acquired by the person in good faith and for valuable consideration.

No order may be made under section 43 in respect of any property if any party to the contract has so altered the party’s position in relation to the property that, having regard to all relevant circumstances, it would, in the opinion of the court, be inequitable to any party to make the order.

This section applies whether the party altered the party’s position before or after the cancellation of the contract.

An application for relief under section 43 may be made by—

A party to a contract is not prevented by the cancellation of the contract, or by the granting of relief under section 43, from recovering damages for a misrepresentation or the repudiation or breach of the contract by another party to the contract.

However, the value of any relief granted under section 43 must be taken into account in assessing those damages.

Subsection (1) is subject to sections 34, 35, and 50 to 53.

Any sum ordered to be paid by a party to the contract to any other party to the contract under section 43(3) may be set off against any damages payable by the party to that other party.

This section applies if a contract, or any other document, contains a provision purporting to prevent a court from inquiring into or determining the question of—

The court is not, in any proceeding in relation to the contract, prevented by the provision from inquiring into and determining any question referred to in subsection (1) unless the court considers that it is fair and reasonable that the provision should be conclusive between the parties, having regard to the matters specified in subsection (3).

The matters are all the circumstances of the case, including—

This section applies if a contract, or any other document, contains a provision purporting to prevent a court from inquiring into or determining the question of whether, in respect of any statement, promise, or undertaking made or given by any person, that person had the actual or ostensible authority of a party to make or give it.

The court is not, in any proceeding in relation to the contract, prevented by the provision from inquiring into and determining the question.

Despite sections 197 and 201(2), sections 50 and 51 apply to contracts for the sale of goods.

In any proceeding properly before the Disputes Tribunal, sections 50 to 52 do not limit the powers of the Tribunal under section 18(7) of the Disputes Tribunal Act 1988.

If a contract, or the benefit or burden of a contract, is assigned, the remedies of damages and cancellation are enforceable by or against the assignee (except to the extent that it is otherwise provided in the assigned contract).

This section is subject to sections 55 to 57.

The assignee is not liable in damages, whether by way of set-off, counterclaim, or otherwise, for a sum exceeding the value of the performance of the assigned contract to which the assignee is entitled because of the assignment.

This section applies except to the extent that it is otherwise agreed by the assignee or provided in the assigned contract.

The assignee is entitled to be indemnified by the assignor against any loss suffered by the assignee and arising out of—

This section applies unless it is otherwise agreed between the assignor and the assignee.

Sections 54 to 56 are subject to,—

Nothing in sections 54 to 56 affects the law relating to negotiable instruments.

This subpart does not apply to any contract, or any part of any contract, that is governed by a law other than New Zealand law.

Nothing in this subpart affects—

Subsection (1) applies except as provided in sections 35(2) and 52.

Sections 61 to 66 apply if—

Subsection (1) and sections 61 to 66 are subject to sections 67 to 69.

In this subpart, time of discharge means the time at which the parties to the contract were discharged as referred to in subsection (1).

All money paid to a party (A) under the contract before the time of discharge is recoverable from A as money received by A for the use of the party who paid it.

All money payable to a party under the contract before the time of discharge ceases to be payable.

This section applies if the party to whom the money was paid or payable under the contract incurred expenses before the time of discharge in, or for the purpose of, performing the contract.

The court may, if it considers it just to do so having regard to all the circumstances, allow the party to retain or recover the whole or any part of the money that was paid or payable.

However, the amount to be retained or recovered must not exceed the expenses that were incurred.

This section applies if—

B may recover from A the sum (if any) that the court considers just.

For the purposes of subsection (2), the court must have regard to all the circumstances and, in particular,—

The sum that is recoverable must not exceed the value of the benefit to A.

In this section and section 64, a benefit does not include a payment of money to which section 61 applies.

For the purposes of section 63, the court may, if in all the circumstances the court considers it just to do so, treat a benefit conferred on a person (C) as a benefit obtained by a person (A) if A has assumed obligations under the contract in consideration of the benefit being conferred on C by any other party to the contract.

Subsection (1) applies whether or not C is a party to the contract.

For the purposes of sections 61 to 64, in estimating the amount of expenses incurred by a party to the contract, the court may include the amount that appears to be reasonable for—

Subsection (1) does not limit sections 61 to 64.

This section applies when a court considers whether an amount ought to be recovered or retained under sections 61 to 64 by a party to the contract.

The court must not take into account any money that has become payable to the party under a contract of insurance if the money is payable because of the circumstances that gave rise to the frustration of the contract.

Subsection (2) does not apply if there was an obligation to insure that was imposed by an express term of the frustrated contract or by or under any enactment.

This section applies if a contract to which this subpart applies contains a provision that, on the true construction of the contract, is—

The court must—

This section applies if—

The court must treat—

This subpart does not apply to—

In this subpart, unless the context otherwise requires,—

In this subpart, illegal contract—

This section is subject to section 72.

A contract lawfully entered into does not become illegal or unenforceable by any party because its performance is in breach of an enactment, unless the enactment expressly so provides or its object clearly so requires.

Every illegal contract is of no effect.

No person is entitled to any property under a disposition made by or under an illegal contract.

This section and section 74 apply—

Nothing in section 73 invalidates a disposition of property referred to in subsection (2) if the person to whom the disposition was made—

The dispositions are—

See section 9 (which defines disposition).

Relief under section 76 may be granted to—

The court may grant to a person referred to in section 75 any relief that the court thinks just, including (without limitation)—

The relief may be granted in the course of any proceeding or on application made for the purpose.

Subsection (1) and section 75 apply—

The court may, by an order made under this section,—

In subsection (4),—

An order under section 76 may be made on the terms and conditions that the court thinks fit.

In considering whether to grant relief under section 76, and the nature and extent of any relief to be granted, the court must have regard to—

The court must not grant relief under section 76 if it considers that to do so would not be in the public interest.

The court may make an order under section 76 even if the person granted relief entered into the contract, or committed an unlawful act or unlawfully omitted to do an act, with knowledge of the facts or law giving rise to the illegality.

However, the court must take that knowledge into account in exercising its discretion under section 76.

An application for relief under section 76 may be made by—

No court may, in respect of an illegal contract, grant relief to a person otherwise than in accordance with this subpart.

This section is subject to the express provisions of any other enactment.

The court may, if a provision of a contract constitutes an unreasonable restraint of trade,—

The court may modify a provision even if the modification cannot be effected by deleting words from the provision.

Nothing in this subpart affects the law relating to contracts, or provisions of contracts,—

This section applies except as provided in section 83.

In this subpart, unless the context otherwise requires,—

Every contract entered into by a minor is unenforceable against the minor but otherwise has effect as if the minor were of full age.

Subsection (1) does not apply to a contract to which section 92(1) applies.

This section is subject to sections 87 to 91.

The court may, in the course of any proceeding or on application made for the purpose, inquire into the fairness and reasonableness of a contract to which section 86 applies at the time the contract was entered into.

Sections 88 and 89 do not impose a duty on the court to exercise a power under those sections.

The court may, if it finds under section 87 that the contract was fair and reasonable at the time the contract was entered into,—

The court may, if it finds under section 87 that the contract was not fair and reasonable at the time the contract was entered into,—

In exercising its discretion under sections 87 to 89, the court must have regard to—

Nothing in sections 86 to 90 applies to—

The following contracts have effect as if the minor were of full age:

This section is subject to sections 93 and 94.

This section applies if the court is satisfied in respect of a contract to which section 92 applies that, at the time the contract was entered into,—

The court—

For the purposes of this section, the court may receive evidence of commercial practice in contracts of the same kind.

Nothing in section 92 or 93 applies to—

Nothing in section 93 applies to any agreement entered into under section 4A of the Maori Housing Amendment Act 1938.

The court may grant relief by way of compensation or restitution of property that the court thinks just if it—

The relief may be granted to—

The court may, by an order made under this section,—

In subsection (3),—

An application under sections 87 to 89 or section 93 may be made by—

An order under any of sections 87 to 89, 93, and 95 may be made on the terms and conditions that the court thinks fit.

Every contract entered into by a minor has effect as if the minor were of full age if, before the contract is entered into by the minor, it is approved under this section by the District Court.

An application for approval under section 98 may be made—

The court may refer an application under section 99—

The court may make any order that it thinks fit for the payment of the reasonable costs and expenses of any person to whom the application is referred.

A person to whom an application is referred may—

A person to whom an application is referred is not required to consider or examine the application until the person’s reasonable costs and expenses have been paid or secured to the person’s satisfaction.

The District Court must not approve a contract under section 98 if—

Every contract of guarantee or indemnity by which a person (other than a minor) undertakes to accept liability if a minor fails to carry out his or her obligations under a contract is enforceable against that person (the surety) to the extent that it would be enforceable if the minor had been at all material times a person of full age.

The liability is not affected by—

However, the liability of the minor to the surety and the surety’s right of subrogation against the minor may be affected by the other provisions of this subpart or by an order made under any of sections 87 to 89, 93, and 95.

Sections 104 and 105 apply if any money or damages are claimed by or on behalf of a minor (whether alone or in conjunction with any other person).

An agreement for the compromise or settlement of a claim is binding on the minor if—

In this section, specified court means—

If the claim has not been compromised or settled in accordance with section 104, and has become the subject of a proceeding before a court in New Zealand, no settlement, compromise, or payment and no acceptance of money paid into court is valid (to the extent that it relates to the minor’s claim) without the approval of the court.

Subsection (1) applies whenever the settlement, compromise, payment, or acceptance is entered into or made.

An application for the approval of the court under section 104 or 105 may be made—

The court may—

In this section, money or damages means—

If the court directs that the whole or any part of any money or damages must be held on trust for the minor under this section by Public Trust or any other person,—

Subsection (2)(a) to (c)—

This section does not limit section 107.

The balance of an amount that is held on trust for a minor’s benefit under section 108 and of the income from that amount remaining in the hands of the trustee must be paid to the minor on the minor—

Subsection (1) applies except to the extent that the court may have ordered, before the payment is made, that the whole or any part of the amount must continue to be held on trust under section 108.

Despite subsection (1), if the trustee has made an application, or received notice that an application has been made, to the court for an order referred to in subsection (2), the trustee must not make any payment under subsection (1) until the application has been disposed of.

Nothing in sections 103 to 109 limits or affects—

The court may vary any order made by it—

Subsection (1) applies—

An order under section 111 may be made by the court on its own motion or on an application made by—

The District Court has jurisdiction to exercise any of the powers conferred by sections 86 to 95 if—

For the purposes of sections 86 to 89 of the District Court Act 2016, an application made to the District Court under sections 87 to 89 or section 93 of this Act must be treated as a proceeding.

The Disputes Tribunal established under the Disputes Tribunal Act 1988 has jurisdiction to exercise the powers conferred by sections 86 to 95 if—

An order of the Disputes Tribunal under section 95 may not—

An order of the Disputes Tribunal that exceeds a restriction in subsection (2) is entirely of no effect.

This subpart has effect in place of the rules of the common law and of equity relating to—

Nothing in this subpart limits or affects any provision of any other enactment under which a contract is made binding on a minor, and nothing in sections 86 to 94 applies to the contract.

Nothing in this subpart limits or affects the rule of law under which a minor is not liable in tort for procuring a contract by fraudulent representations as to his or her own age or any other matter.

However, the court must take a representation referred to in subsection (3) into account in deciding whether to exercise any of its powers under sections 87 to 89 or section 93 or 95.

Nothing in this subpart entitles—

Nothing in subsection (1) prevents any contract approved under section 98 or 117 from having effect according to its tenor.

Every agreement entered into by a minor who is or has been married, in a civil union, or in a de facto relationship and under which a trust is extinguished or the terms of a trust are varied has effect as if the minor were of full age if, before the agreement is entered into by the minor, it is approved by the District Court.

An application to the District Court under this section may be made by—

Sections 100 and 101 apply to applications under this section (with any necessary modifications).

Stipulations in contracts as to time or otherwise that would not, before the relevant date, have been deemed to be or to have become the essence of such contracts in a court of equity must receive in all courts the same construction and effect as they would have received in equity before that date.

In subsection (1), relevant date means 13 September 1882 (the date on which the Law Amendment Act 1882 came into force).

A contract of sale of goods is a contract by which the seller transfers or agrees to transfer the property in goods to the buyer for a money consideration (the price).

A contract of sale may be between one part-owner and another.

A contract of sale may be absolute or conditional.

A contract of sale is a sale if, under the contract, the property in the goods is transferred from the seller to the buyer.