
Auckland’s High Court has ruled against a buyer attempting to invalidate two land purchase agreements after the contracts omitted a site plan detailing the lots involved. The decision, delivered in favor of the seller, Ranfurly Jixiang Development Ltd, confirms the contracts remain legally binding despite the absence of the required documentation.
The contracts were executed in October 2021, when GWT NZ Ltd acquired Lots 21 and 22 in an Epsom subdivision for $1,869,565 each, plus any GST. GWT’s sole director provided a personal guarantee for the obligations, but the buyer defaulted in 2023 after failing to obtain financing. Ranfurly terminated the agreements, kept the $373,913 deposit, and later resold the properties at a reduced price during a market decline.
During the trial, GWT argued the contracts were invalid because they referenced a missing Schedule A site plan. The court dismissed this claim, stating the omission was a procedural error rather than a fatal flaw. The director testified she had reviewed a preliminary site plan and understood the specific lots being purchased, citing an approved resource consent plan from September 2021. The judge concluded that both parties had clearly intended to contract for those lots.
The ruling emphasized that GWT had sufficient opportunity to challenge the contracts when settlement collapsed in 2023, describing the objection as a matter of form rather than substance. Even if the agreements had been ambiguous, the court determined they could have been clarified through amendment. The judge retroactively inserted the approved plan as Schedule A into both contracts, though this did not relieve the director of personal liability.
Ranfurly had previously filed a lawsuit for breach of contract and enforcement of the director’s guarantee. The court’s decision leaves GWT’s counterclaim for the return of deposits pending.