Commercial business law

Don't wait until it's too late - drafting dispute resolution clauses that work
Let's face it, the dispute resolution (DR) clause is not the most glamorous aspect of a commercial document. They're a bit like a pre-nuptial agreement - nobody wants to be the first to raise the topic, and "we probably won't need it in any event".

As a result, DR clauses often don't get the drafting attention they deserve. A poorly drafted DR clause can seriously undermine the efficient and cost effective resolution of a dispute - months, and dollars, are often wasted on a dispute over how the dispute is to be resolved! A timely reminder of such problems is the very recent Court of Appeal decision in Porter & Ors v Gullivers Travel Group Ltd, where the proceedings may well have been avoided had the DR clause been drafted in a different way. In this article, Bell Gully senior associate Sally Fitzgerald provides some insight into how to avoid some common drafting errors when using DR clauses in commercial contracts.

New uncertainty in the construction of commercial contracts?
In this article, solicitor Rachel Woods discusses a recent Supreme Court case which indicates that courts are prepared to look at the subsequent conduct of parties as an aid to interpreting a contract's provisions.

Do your business arrangements require more than compliance with contractual terms?
It is generally understood that parties to certain types of business arrangements, such as partnerships and joint ventures, are subject to fiduciary obligations in addition to the legal obligations arising from the arrangement. But are you aware that it is possible for fiduciary obligations to be imposed due to the nature of the roles assumed by the parties in the course of a standard contractual arrangement? In this article, solicitor Rachel Woods discusses a recent Supreme Court decision which found on the facts that a contracting party was not only entitled to adherence to the contractual terms but also to the duty of utmost loyalty in the performance of a function which the other side had agreed to perform.

One clause doesn't fit all: beware the boilerplate
In this article, solicitor Tony Dunn reminds us of the importance of ensuring that standard boilerplate clauses are tailored to meet parties' specific contracting requirements in light of a recent High Court case.

Limited Partnerships Bill - providing a new vehicle for investment in New Zealand
Earlier this month, the Government introduced the Limited Partnerships Bill which will replace the current special partnership regime and provide a new vehicle for venture capital investment. In this note, Annie Cho outlines the key features of the proposed limited partnerships regime and how it differs from its predecessor.

KiwiSaver - time to review your employment agreements
KiwiSaver, which went live on 1 July, has a number of implications for employment agreements. In this article, Bell Gully senior associate Naomi Cervin and solicitor Matt McGoldrick outline some of the key issues employers will need to consider to ensure that their employment agreements are compliant with the new legislation and accurately record the terms of the employer's approach to KiwiSaver.

Enquiries and information

For more information on any of the cases, articles and features in Commercial Quarterly, please email Diane Graham or call her on 64 9 916 8849.