Contract and Commercial Law Act 2017

Reprint as at 14 July 2017

Coat of Arms of New Zealand

Contract and Commercial Law Act 2017

Public Act
 
2017 No 5
Date of assent
 
1 March 2017
Commencement
 
see section 2
Note

Changes authorised by subpart 2 of Part 2 of the Legislation Act 2012 have been made in this official reprint.

Note 4 at the end of this reprint provides a list of the amendments incorporated.

This Act is administered by the Ministry of Justice and the Ministry of Business, Innovation, and Employment.

Contents

1Title
2Commencement
3Purpose
4Revision Act
5Overview of this Act
6Transitional, savings, and related provisions
7Status of examples
8Act binds the Crown
9Interpretation
10Purpose
11Interpretation
12Deed or contract for benefit of person who is not party to deed or contract
13Section 12 does not apply if no intention to create obligation enforceable by beneficiary
14Variation or discharge of promise may require beneficiary’s consent
15Variation or discharge by agreement or in accordance with express provision
16Court may authorise variation or discharge
17Enforcement by beneficiary
18Availability of defences
19This subpart does not apply to promises, contracts, or deeds governed by foreign law
20Savings
21Purpose of this subpart
22This subpart to be code
23Interpretation
24Relief may be granted if mistake by one party is known to another party or is common or mutual
25Mistake does not include mistake in interpretation of contract
26Decision to enter into contract not influenced by mistake if party aware of it
27Mistake caused by party seeking relief
28Nature of relief
29Court may grant relief to person claiming through or under party
30Persons who may apply
31Rights of third persons not affected
32This subpart does not apply to contracts governed by foreign law
33Meaning of cancel
34Remedy provided in contract
35Damages for misrepresentation
36Party may cancel contract if another party repudiates it
37Party may cancel contract if induced to enter into it by misrepresentation or if term is or will be breached
38No cancellation if contract is affirmed
39Parties with substantially same interest
40Sections 36 to 39 have effect in place of rules of common law and of equity
41When cancellation may take effect
42Effect of cancellation
43Power of court to grant relief
44Order for relief may be subject to terms and conditions
45Matters court must have regard to
46Protection of purchaser of property in good faith and for valuable consideration
47Party who has altered position
48Persons who may apply
49Recovery of damages
50Statement, promise, or undertaking during negotiations
51Authority for making or giving statement, promise, or undertaking
52Contracts for sale of goods
53Proceeding before Disputes Tribunal
54Remedies enforceable by or against assignee
55Damages may not exceed value of performance of assigned contract
56Assignee indemnified by assignor
57Other provisions relating to assignees
58This subpart does not apply to contracts governed by foreign law
59Savings
60Application
61Money paid may be recovered and money payable ceases to be payable
62Court may allow party who has incurred expenses to retain or recover money
63Sum may be recovered if party has obtained valuable benefit
64Benefit may be treated as being obtained
65Estimates of expenses
66Money payable under contract of insurance
67Court must give effect to provision in contract
68Court must treat performed part of contract that can be properly severed as separate contract
69This subpart does not apply in certain circumstances
70Interpretation
71Illegal contract defined
72Breach of enactment
73Illegal contracts have no effect
74Protection of persons who acquire property in good faith and without notice
75Who may be granted relief
76Court may grant relief
77Order may be subject to terms and conditions
78Matters court must have regard to
79Court must not grant relief if not in public interest
80Person acting with knowledge of facts or law giving rise to illegality
81Persons who may apply
82Restriction on granting relief otherwise than in accordance with this subpart
83Restraints of trade
84Law relating to restraint of trade and to ouster of jurisdiction not affected
85Interpretation
86Contracts unenforceable against minors but otherwise have effect
87Court may inquire into fairness and reasonableness of contract
88Court orders where contract was fair and reasonable
89Court orders where contract was not fair and reasonable
90Matters court must have regard to
91Further provisions relating to application of sections 86 to 90
92Contracts of service and life insurance contracts have effect as if minor were of full age
93Court may make orders about unconscionable, harsh, or oppressive contract of service or life insurance contract
94Sections 92 and 93 do not apply in certain circumstances
95Compensation or restitution
96Applications under sections 87 to 89 or section 93
97Terms and conditions of orders
98Minor may enter into contract with approval of District Court
99Persons who may apply
100Referral of application
101Contracts relating to property held on trust
102Guarantees and indemnities
103Application
104Claim that is not subject of proceeding
105Claim that has become subject of proceeding
106Who may apply for approval
107Court may refuse or grant approval
108Money or damages to be held on trust
109Payment on minor reaching 18 years or marrying or entering into civil union or de facto relationship
110Sections 103 to 109 do not limit or affect certain other provisions
111Variation of certain orders
112Order may be made on court’s own motion or on application
113Jurisdiction of District Court
114Jurisdiction of Disputes Tribunal
115This subpart to be code
116Effect of this subpart on trust
117Agreement to extinguish or vary trust may be approved
118Stipulations not of essence of contracts
119Interpretation
120Contract of sale of goods
121Contracts of sale may be between one part-owner and another
122Contracts of sale may be absolute or conditional
123Sale and agreement to sell
124Capacity to buy and sell
125How contract of sale is made
126Existing or future goods
127Contract void if goods have perished at time when contract is made
128Contract void if goods perish before sale but after agreement to sell
129Fixing contract price
130Agreement to sell at valuation
131Stipulations about time
132Conditions and warranties
133Breach of condition to be fulfilled by seller
134Impossibility or other excuse
135Implied condition and warranties as to title and quiet possession
136Sale by description
137Implied conditions or warranties as to quality or fitness
138Implied condition that goods are reasonably fit for purpose
139Implied condition that goods are of merchantable quality
140Implied warranty or condition by usage of trade
141Express warranty or condition
142Sale by sample
143Goods must be ascertained
144Property passes when intended to pass
145Ascertaining parties’ intention
146Rules for ascertaining parties’ intention
147Reservation of right of disposal
148Risk passes with property unless otherwise agreed
149Sale by person who is not owner
150Market overt
151Sale under voidable title
152Revesting of property in stolen goods on conviction of offender
153Seller in possession after sale
154Buyer in possession after sale
155Effect of writs of execution
156Duties of seller and buyer
157Payment and delivery are concurrent conditions
158Determining whether buyer to take possession of goods or seller to send goods
159Place of delivery
160Goods must be sent within reasonable time if no time is fixed
161Goods in possession of third person
162Demand or tender of delivery must be at reasonable hour
163Seller must bear expenses of putting goods into deliverable state
164Delivery of wrong quantity or of mixed goods
165Buyer not bound to accept delivery by instalments
166Instalment deliveries: breach of contract
167Delivery to carrier
168Risk where goods are delivered at place other than place where goods are sold
169Buyer’s right to examine goods
170Acceptance of goods
171Buyer not bound to return rejected goods
172Liability of buyer for neglecting or refusing to take delivery of goods
173Unpaid seller defined
174Unpaid seller’s rights
175Unpaid seller’s lien
176Part delivery
177When unpaid seller loses lien
178Right to stop goods in transit
179Duration of transit
180Goods delivered to ship chartered by buyer
181Part delivery
182How right is exercised
183Notice of seller’s claim
184Redelivery of goods
185Effect of subsale or pledge by buyer
186Transfer of document of title to person in good faith and for valuable consideration
187Sale not generally rescinded by lien or stopping goods in transit
188Buyer’s title on resale
189Resale in case of perishable goods or notice of intention to resell
190Express power of sale
191Claim for price
192Damages for non-acceptance
193Damages for non-delivery
194Specific performance
195Remedy for breach of warranty
196Interest and special damages
197Exclusion of implied terms and conditions
198Exclusion where Consumer Guarantees Act 1993 applies
199Reasonable price and reasonable time are questions of fact
200Rights and duties enforceable by proceeding
201Savings
202Purpose
203Interpretation
204Convention to have force of law
205Convention to be code
206Certificates about Contracting States
207Purpose
208Overview
209Interpretation
210Further provision relating to interpretation
211Validity of information
212When default rules in sections 213 to 216 apply
213Time of dispatch
214Time of receipt
215Place of dispatch
216Place of receipt
217Time of communication of acceptance of offer
218When subpart applies
219When legal requirement can be met by electronic means
220Consent to use of electronic technology
221When integrity of information maintained
222Legal requirement that information be in writing
223Legal requirement to record information in writing
224Legal requirement to give information in writing
225Legal requirements relating to layout and format of certain information and writing materials
226Legal requirement for signature
227Legal requirement that signature or seal be witnessed
228Presumption about reliability of electronic signatures
229Legal requirement to retain document or information that is in paper or other non-electronic form
230Legal requirement to retain information that is in electronic form
231Extra conditions for electronic communications
232Legal requirement to provide or produce information that is in paper or other non-electronic form
233Legal requirement to provide or produce information that is in electronic form
234Legal requirement to provide access to information that is in paper or other non-electronic form
235Legal requirement to provide access to information that is in electronic form
236Originals
237Legal requirement relating to content of information
238Copyright
239Regulations and Order in Council to amend Schedule 5
240Authority to prescribe electronic forms and requirements for using electronic forms
241Overview
242This subpart applies to carriage of goods by carrier under contract
243This subpart does not apply to international carriage, to postal services, or in certain other cases
244Other remedies affected
245Contracting out permitted for some matters
246Interpretation
247Meaning of unit of goods
248Liability depends on kind of contract of carriage
249Particular kind of contract of carriage is matter for agreement subject to meeting requirements for that kind
250Requirements for contract for carriage at owner’s risk
251Requirements for contract for carriage at declared value risk
252Requirements for contract for carriage on declared terms
253Difference between amounts charged must be fair and reasonable for contract at owner’s risk or declared value risk
254Contract between contracting carrier and actual carrier or between actual carriers
255Application of sections 256 to 258
256Liability of contracting carrier
257When responsibility for goods begins
258When responsibility for goods ends
259Carrier’s liability limited to $2,000 for each unit of goods or to declared value
260Carrier not liable in certain circumstances
261Application of provisions on liability of actual carrier to contracting carrier
262Liability where 1 actual carrier is involved
263Liability where more than 1 actual carrier is involved
264When actual carriers are jointly responsible or separately responsible for goods
265Provisions relating to joint liability of actual carriers
266Rights of contracting party where contracting carrier insolvent or cannot be found
267Liquidator or assignee in bankruptcy holds money on trust
268Special rules relating to liability of carrier in respect of baggage
269Other rules relating to hand baggage
270Contracts of successive carriage by air
271When successive carriers are jointly responsible or separately responsible for goods
272Liability of carrier’s employee
273Contracting party to warrant condition of goods and compliance with enactments
274Notice of claim against contracting carrier must be given within 30 days
275Notice of claim against actual carrier must be given within 10 days
276No notice required if carrier is or ought to be aware of damage or loss or in case of fraud
277Non-notified proceeding may be brought with carrier’s consent or leave of court
278Limitation on proceedings against carriers for loss of goods
279Limitation on proceedings against carriers for damage to or partial loss of goods
280Proceeding may be brought after limitation period with carrier’s consent or leave of court
281Proceeding by consignee if not contracting party
282Contracting out permitted on rights of carriers
283Right to sue for freight
284Proceeding for recovery of freight
285Carrier’s lien
286Notice of carrier’s claim
287Carrier may store goods
288Sale of goods by public auction
289Storage and disposal of unclaimed or rejected goods
290Disposal of perishable goods
291Disposal of dangerous goods
292Liability of carrier extinguished in respect of sale or disposal of goods
293Common carrier of goods abolished
294Proceedings against New Zealand agents of overseas carriers
295Certain other Acts not affected
296Interpretation
297Sale, pledge, or other disposition by agent in possession with owner’s consent is valid
298Buyer, etc, has notice of lack of authority if goods subject to perfected security interest
299Effect of withdrawal or expiry of owner’s consent
300Provisions relating to consent
301Effect of pledges of documents of title
302Pledge of goods as security for existing debt or liability
303Rights acquired by exchange of goods or documents
304Agreements through employees or other authorised persons
305Consignee’s lien
306Effect of transfer of document of title to goods on vendor’s lien and right of stopping goods in transit
307Mode of transferring documents
308Saving of rights of true owner
309Common law powers of mercantile agent
310Application of this subpart
311This subpart applies without prejudice to application of Hague Rules
312Interpretation
313Goods that cease to exist or cannot be identified
314Holder of bill of lading or person to whom delivery is to be made has rights under contract of carriage
315Rights where possession of bill of lading no longer gives right to possession of goods
316Rights in relation to ship’s delivery order
317Rights may be exercised for benefit of person who suffers loss or damage
318Transfer extinguishes certain rights
319Person in whom rights are vested becomes subject to liabilities
320Liabilities exclude liabilities in respect of goods to which ship’s delivery order does not relate
321Right of stopping goods in transit, or claims for freight, not affected
322Bill of lading in hands of shipper, consignee, or endorsee is conclusive evidence as against master or other signer of bill
323Regulations relating to network or other information technology
324Special provisions about received for shipment bills of lading
325Interpretation
326Shipowner may enter and land goods in default of entry and landing by owner of goods
327Place for landing goods
328Owner who is ready and offers to land or take delivery of goods
329Landing of goods at wharf where ship is discharged for purpose of sorting goods
330Requirement for notice in certain circumstances
331Continuation of lien for freight if shipowner gives notice
332Discharge of lien on production of receipt and delivery of copy of receipt or release
333Discharge of lien on deposit with warehouse owner
334Right of wharf owner or warehouse owner, if no notice is given, to pay deposit to shipowner
335Course to be taken if notice to retain is given
336Wharf owner or warehouse owner may sell goods by public auction after 90 days
337Notices of sale to be given
338How money arising from sale is to be applied
339Wharf owner’s or warehouse owner’s rent and expenses
340Wharf owner’s or warehouse owner’s protection
341Power of sale under lien for work done
342Notice of sale to be given
343How notice of sale is given to owner of goods
344How money arising from sale is to be applied
345Repeal of revised Acts
346Revocation
347Amendments to other enactments
Reprint notes

The Parliament of New Zealand enacts as follows: