Contract and Commercial Law Act 2017

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Reprint as at 14 July 2017

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.

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

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Contract and Commercial Law Act 2017

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