Developer secures $1.12m judgment as buyer’s 11th-hour defence fails
The High Court has rejected a buyer’s last-minute bid to void two Auckland land deals because the contracts omitted the plan identifying the lots.
In Ranfurly Jixiang Development Ltd v GWT NZ Ltd [2026] NZHC 2950, released 25 September 2026, the court corrected the contracts to insert the missing plan and entered judgment for the developer for $1,124,246.41.
GWT NZ Ltd (GWT) agreed in October 2021 to buy Lots 21 and 22 of an Epsom subdivision from Ranfurly Jixiang Development Ltd (Ranfurly) for $1,869,565 each, plus any GST. GWT’s sole director personally guaranteed its obligations. GWT paid deposits totalling $373,913 but failed to settle in 2023 because it could not obtain finance. Ranfurly cancelled the agreements, kept the deposits, and resold the lots for less after the market had declined.
Ranfurly sued GWT for breach of contract and the director under her guarantee. On the first day of trial, the defendants dropped their argument that Ranfurly had resold unreasonably and sought leave to run a new defence. The agreements referred to a site plan as Schedule A, but no schedule was attached to either agreement. Without it, the defendants argued, the land could not be identified and the contracts were void. GWT also sought to counterclaim for its deposits.
The court found that the change would cause Ranfurly substantial prejudice, as it had prepared for a different trial. The defendants had sufficient information to raise the point from the day settlement failed. The court said that only “overwhelming merit” could justify the amendment.
It found that the new defence lacked that merit. The director gave evidence that she visited the site and was shown a preliminary plan of the lots, and accepted that she knew what GWT was buying. The court found that the parties intended to contract for Lots 21 and 22 as shown on the approved resource consent plan dated 21 September 2021, and that the plan was left out in error.
The court said that raising uncertainty some three years after the default suggested that any uncertainty was “confined to a matter of form, not substance.” It added that, even if the agreements had been uncertain, it would have found them capable of correction. It then corrected each agreement by adding the approved plan as Schedule A.
The court acknowledged that the result would be devastating for the director personally.
“If purchasers choose not to include a finance clause and then fail to obtain finance, they are not released from their obligations under the contract,” the court said.
