Contract and Commercial Law Bill

  • enacted

Hon Christopher Finlayson

Contract and Commercial Law Bill

Government Bill



4Revision Act
5Overview of this Act
6Transitional, savings, and related provisions
7Status of examples
8Act binds the Crown
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
21Purpose of this subpart
22This subpart to be code
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
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
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
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
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 Courts
114Jurisdiction of Disputes Tribunals
115This subpart to be code
116Effect of this subpart on trust
117Agreement to extinguish or vary trust may be approved
117AStipulations not of essence of contracts
119Contract of sale of goods
120Contracts of sale may be between one part-owner and another
121Contracts of sale may be absolute or conditional
122Sale and agreement to sell
123Capacity to buy and sell
124How contract of sale is made
125Existing or future goods
126Contract void if goods have perished at time when contract is made
127Contract void if goods perish before sale but after agreement to sell
128Fixing contract price
129Agreement to sell at valuation
130Stipulations about time
131Conditions and warranties
132Breach of condition to be fulfilled by seller
133Impossibility or other excuse
134Implied condition and warranties as to title and quiet possession
135Sale by description
136Implied conditions or warranties as to quality or fitness
137Implied condition that goods are reasonably fit for purpose
138Implied condition that goods are of merchantable quality
139Implied warranty or condition by usage of trade
140Express warranty or condition
141Sale by sample
142Goods must be ascertained
143Property passes when intended to pass
144Ascertaining parties’ intention
145Rules for ascertaining parties’ intention
146Reservation of right of disposal
147Risk passes with property unless otherwise agreed
148Sale by person who is not owner
149Market overt
150Sale under voidable title
151Revesting of property in stolen goods on conviction of offender
152Seller in possession after sale
153Buyer in possession after sale
154Effect of writs of execution
155Duties of seller and buyer
156Payment and delivery are concurrent conditions
157Determining whether buyer to take possession of goods or seller to send goods
158Place of delivery
159Goods must be sent within reasonable time if no time is fixed
160Goods in possession of third person
161Demand or tender of delivery must be at reasonable hour
162Seller must bear expenses of putting goods into deliverable state
163Delivery of wrong quantity or of mixed goods
164Buyer not bound to accept delivery by instalments
165Instalment deliveries: breach of contract
166Delivery to carrier
167Risk where goods are delivered at place other than place where goods are sold
168Buyer’s right to examine goods
169Acceptance of goods
170Buyer not bound to return rejected goods
171Liability of buyer for neglecting or refusing to take delivery of goods
172Unpaid seller defined
173Unpaid seller’s rights
174Unpaid seller’s lien
175Part delivery
176When unpaid seller loses lien
177Right to stop goods in transit
178Duration of transit
179Goods delivered to ship chartered by buyer
180Part delivery
181How right is exercised
182Notice of seller’s claim
183Redelivery of goods
184Effect of subsale or pledge by buyer
185Transfer of document of title to person in good faith and for valuable consideration
186Sale not generally rescinded by lien or stopping goods in transit
187Buyer’s title on resale
188Resale in case of perishable goods or notice of intention to resell
189Express power of sale
190Claim for price
191Damages for non-acceptance
192Damages for non-delivery
193Specific performance
194Remedy for breach of warranty
195Interest and special damages
196Exclusion of implied terms and conditions
197Exclusion where Consumer Guarantees Act 1993 applies
198Reasonable price and reasonable time are questions of fact
199Rights and duties enforceable by proceeding
203Convention to have force of law
204Convention to be code
205Certificates about Contracting States
209Further provision relating to interpretation
210Validity of information
211When default rules in sections 212 to 215 apply
212Time of dispatch
213Time of receipt
214Place of dispatch
215Place of receipt
216Time of communication of acceptance of offer
217When subpart applies
218When legal requirement can be met by electronic means
219Consent to use of electronic technology
220When integrity of information maintained
221Legal requirement that information be in writing
222Legal requirement to record information in writing
223Legal requirement to give information in writing
224Legal requirements relating to layout and format of certain information and writing materials
225Legal requirement for signature
226Legal requirement that signature or seal be witnessed
227Presumption about reliability of electronic signatures
228Legal requirement to retain document or information that is in paper or other non-electronic form
229Legal requirement to retain information that is in electronic form
230Extra conditions for electronic communications
231Legal requirement to provide or produce information that is in paper or other non-electronic form
232Legal requirement to provide or produce information that is in electronic form
233Legal requirement to provide access to information that is in paper or other non-electronic form
234Legal requirement to provide access to information that is in electronic form
236Legal requirement relating to content of information
238Regulations and Order in Council to amend Schedule 5
239Authority to prescribe electronic forms and requirements for using electronic forms
241This subpart applies to carriage of goods by carrier under contract
242This subpart does not apply to international carriage, to postal services, or in certain other cases
243Other remedies affected
244Contracting out permitted for some matters
246Meaning of unit of goods
247Liability depends on kind of contract of carriage
248Particular kind of contract of carriage is matter for agreement subject to meeting requirements for that kind
249Requirements for contract for carriage at owner’s risk
250Requirements for contract for carriage at declared value risk
251Requirements for contract for carriage on declared terms
252Difference between amounts charged must be fair and reasonable for contract at owner’s risk or declared value risk
253Contract between contracting carrier and actual carrier or between actual carriers
254Application of sections 255 to 257
255Liability of contracting carrier
256When responsibility for goods begins
257When responsibility for goods ends
258Carrier’s liability limited to $2,000 for each unit of goods or to declared value
259Carrier not liable in certain circumstances
260Application of provisions on liability of actual carrier to contracting carrier
261Liability where 1 actual carrier is involved
262Liability where more than 1 actual carrier is involved
263When actual carriers are jointly responsible or separately responsible for goods
264Provisions relating to joint liability of actual carriers
265Rights of contracting party where contracting carrier insolvent or cannot be found
266Liquidator or assignee in bankruptcy holds money on trust
267Special rules relating to liability of carrier in respect of baggage
268Other rules relating to hand baggage
269Contracts of successive carriage by air
270When successive carriers are jointly responsible or separately responsible for goods
271Liability of carrier’s employee
272Contracting party to warrant condition of goods and compliance with enactments
273Notice of claim against contracting carrier must be given within 30 days
274Notice of claim against actual carrier must be given within 10 days
275No notice required if carrier is or ought to be aware of damage or loss or in case of fraud
276Non-notified proceeding may be brought with carrier’s consent or leave of court
277Limitation on proceedings against carriers for loss of goods
278Limitation on proceedings against carriers for damage to or partial loss of goods
279Proceeding may be brought after limitation period with carrier’s consent or leave of court
280Proceeding by consignee if not contracting party
281Contracting out permitted on rights of carriers
282Right to sue for freight
283Proceeding for recovery of freight
284Carrier’s lien
285Notice of carrier’s claim
286Carrier may store goods
287Sale of goods by public auction
288Storage and disposal of unclaimed or rejected goods
289Disposal of perishable goods
290Disposal of dangerous goods
291Liability of carrier extinguished in respect of sale or disposal of goods
292Common carrier of goods abolished
293Proceedings against New Zealand agents of overseas carriers
294Certain other Acts not affected
296Sale, pledge, or other disposition by agent in possession with owner’s consent is valid
297Buyer, etc, has notice of lack of authority if goods subject to perfected security interest
298Effect of withdrawal or expiry of owner’s consent
299Provisions relating to consent
300Effect of pledges of documents of title
301Pledge of goods as security for existing debt or liability
302Rights acquired by exchange of goods or documents
303Agreements through employees or other authorised persons
304Consignee’s lien
305Effect of transfer of document of title to goods on vendor’s lien and right of stopping goods in transit
306Mode of transferring documents
307Saving of rights of true owner
308Common law powers of mercantile agent
309Application of this subpart
310This subpart does not limit applies without prejudice to application of Hague Rules
312Goods that cease to exist or cannot be identified
313Holder of bill of lading or person to whom delivery is to be made has rights under contract of carriage
314Rights where possession of bill of lading no longer gives right to possession of goods
315Rights in relation to ship’s delivery order
316Rights may be exercised for benefit of person who suffers loss or damage
317Transfer extinguishes certain rights
318Person in whom rights are vested becomes subject to liabilities
319Liabilities exclude liabilities in respect of goods to which ship’s delivery order does not relate
320Right of stopping goods in transit, or claims for freight, not affected
321Bill of lading in hands of shipper, consignee, or endorsee is conclusive evidence as against master or other signer of bill
322Regulations relating to network or other information technology
323Special provisions about received for shipment bills of lading
325Shipowner may enter and land goods in default of entry and landing by owner of goods
326Place for landing goods
327Owner who is ready and offers to land or take delivery of goods
328Landing of goods at wharf where ship is discharged for purpose of sorting goods
329Requirement for notice in certain circumstances
330Continuation of lien for freight if shipowner gives notice
331Discharge of lien on production of receipt and delivery of copy of receipt or release
332Discharge of lien on deposit with warehouse owner
333Right of wharf owner or warehouse owner, if no notice is given, to pay deposit to shipowner
334Course to be taken if notice to retain is given
335Wharf owner or warehouse owner may sell goods by public auction after 90 days
336Notices of sale to be given
337How money arising from sale is to be applied
338Wharf owner’s or warehouse owner’s rent and expenses
339Wharf owner’s or warehouse owner’s protection
339APower of sale under lien for work done
339BNotice of sale to be given
339CHow notice of sale is given to owner of goods
339DHow money arising from sale is to be applied
340Repeal of revised Acts
342Amendments to other enactments
Legislative history

The Parliament of New Zealand enacts as follows: