Global Pacific Corporation Limited v Hanslay Holdings Limited [2015] NZHC 2425 (7 October 2015)

	Home \| Databases \| WorldLII \| Search \| Feedback High Court of New Zealand Decisions

UNDER	the Land Transfer Act 1952
IN THE MATTER OF	Caveat 10117203.1
BETWEEN	GLOBAL PACIFIC CORPORATION LIMITED Applicant
AND	HANSLAY HOLDINGS LIMITED First Respondent IAN GORDON FINLAY Second Repondent

Hearing:	9 September 2015
Appearances:	D G Collecutt for Applicant P J Magee for Respondents
_Judgment:	_{7 October 2015}

GLOBAL PACIFIC CORPORATION LIMITED v HANSLAY HOLDINGS LIMITED [2015] NZHC 2425 [7 October 2015]

[1] Global Pacific Corporation Ltd applies to sustain caveat 10117203.1 lodged against the titles to commercial properties in Whangarei. The interest claimed under the caveat is:

... pursuant to an agreement to mortgage dated 16 May 2015 where the registered proprietor is the mortgagor and the caveator is the mortgagee.

[2] Hanslay Holdings Ltd is the owner of the properties against which the caveat has been lodged, identified in the LINZ computer register as: 49630, 583053, NA1114/1, NA1874/48, NA1874/49, NA60B/327, NA990/280, NA993/145 and

49632. The properties are in two blocks. One block is at the eastern end of John Street and Walton Street. The other is at 125A Bank Street and is accessed by a service lane off Mansfield Terrace. Both properties have commercial developments but are not fully developed. The Bank Street site is in unit titles. Hanslay owns the lower floor of the building, which it plans to improve. The registered proprietor of the upper floor is Tadless Ltd.

[3] All the properties are subject to a first mortgage to the ANZ Bank and a second mortgage to Neil Properties Ltd. The ANZ Bank mortgage secures a debt of approximately $3,651,600, the Neil Properties Ltd mortgage approximately

$1,175,000. ANZ Bank has served on Hanslay a notice under s 119 of the Property Law Act 2007 requiring defaults to be remedied before 16 September 2015. The payments required to remedy the defaults came to $3,650,685.57 plus the costs of the notice. Hanslay is also in default with Neil Properties Ltd. Mr Finlay, Hanslay’s director, says that it has not made payments to Neil Properties Ltd (the former owner of the John Street site) for several years.

[4] Global Pacific, a mortgage-broker, says that Hanslay owes it $63,113.00 plus brokerage for its work in obtaining an offer of finance. Its case is that the fee fell due under the terms of a written mandate agreement of 16 May 2015. The mandate agreement provides, amongst other things, that Hanslay has to provide a registrable mortgage over any land owned by it to secure any monies payable under the mandate agreement.

[b] If it has a caveatable interest, should the court exercise its residual discretion to remove the caveat?

[6] There is no dispute as to the principles to be applied in applications to sustain a caveat under s 145A of the Land Transfer Act 1952. The caveator has the onus to make out an arguable case for the interest claimed in the caveat, being an interest within s 137(1) of the Land Transfer Act 1952. Even if the caveator establishes a case for an interest in the land, the court has a discretion to remove the caveat in any event, but that discretion is exercised sparingly in accordance with the Court of

Appeal’s judgment in Pacific Homes Ltd (In Rec) v Consolidated Joineries Ltd.¹

[7] Ian Finlay, the second respondent, is a director of Hanslay. He is not a registered proprietor of any of the properties. Global Pacific alleges that he guaranteed Hanslay’s performance under the mandate agreement, and that he agreed to give a mortgage over any properties he owned. In this application Global Pacific does not, however, seek to sustain a caveat over any of his properties. It was unnecessary to join him. I remove him as a respondent. I will not make any further orders for or against him.

[8] Hanslay does not dispute that an agreement to mortgage is a caveatable interest under s 137(1) of the Land Transfer Act. The difference between the parties is whether Global Pacific became entitled to its brokerage fee under the mandate agreement. The printed mandate agreement identifies Global Pacific as the broker, Hanslay as the applicant, and Mr Finlay as a guarantor. It includes these terms:

(a) appoints Global Pacific Corporation Limited (“Global”) on a sole and exclusive basis to arrange finance on the terms set out below, such appointment to be for a period of three months from the date of

¹Pacific Homes Ltd (in rec) v Consolidated Joineries Ltd [1996] 2 NZLR 652 (CA) at 656.

this Agreement or such longer term as is agreed by the Applicant at any time through mutual acknowledgment in writing;

(e) agrees that the brokerage fee due to Global shall comprise a brokerage fee of $63,113 (plus GST);

(f) accepts that the actual amount of finance arranged by Global may be greater or lesser than the amount of required finance detailed below, due to the application of differing lending policies by individual financiers, and further agrees that if such an amount is less than 90 per cent of the required finance detailed in paragraph 4 (net of Global’s fees as per paragraph 3 of this Agreement and net of any fees charged by any financier), then the Applicant will not be required to pay the amount set out in paragraph 3(e) of this Agreement without its consent being given for finance to be arranged for this reduced figure. The Applicant further agrees that any acceptance of a loan offer by the Applicant in relation to the arranged finance, or part thereof, will imply consent having been granted by the Applicant for the purposes of this paragraph.

(g) Agrees that unless consented to in writing by Global, the fee set out in paragraph 3(e) of this Agreement shall be due and payable by the Applicant immediately on presentation of a letter of offer, except it will be paid by deduction and drawdown.

(h) Agrees that upon acceptance by the Applicant of the terms and conditions of a loan offer presented by Global, the terms and conditions of that offer will supersede any terms and conditions contained in paragraph 4 of this Agreement.

(l) Without prejudice to any of Global’s rights to sue for recovery of any fee owing, and the Applicant’s obligation to pay the same, the Applicant agrees to grant Global a good and registrable mortgage over any land owned by the Applicant or the guarantor(s) to secure any monies owed pursuant to the terms of this Agreement and of the Applicant and guarantor(s) irrevocably appoint Global as their true and lawful attorney to sign in the name of the Applicant and the guarantor(s) any documents required to give any mortgage over such land.

[9] There were additional terms in clause 3 for payment of penalty interest and payment of costs of collection including solicitor-client costs.

[a] The amount was $5,530,113 (or such other sum not less than 90 per cent of the amount excluding Global Pacific’s fees and any other fees charged by any financier).

[b] The purpose was to re-finance ANZ Bank plus fund construction costs at Bank Street, the repayment of existing creditors, a GST facility, a prepaid interest provision, finance fees and legal costs.

[e] The securities to be given were registered first mortgages over the Bank Street and Walton Street properties, plus 6 Seaview Road, Whangarei, guarantees and a general security agreement.

[11] Mr Finlay signed the agreement as director of Hanslay and also as guarantor. It is not disputed that the mandate agreement has contractual effect.

[12] Earlier in 2015, Hanslay’s accountant had approached Global Pacific to assist in obtaining a loan offer to refinance its debts and to fund a further development on the Bank Street site. Hanslay and Mr Finlay signed the mandate agreement in response to advice from Global Pacific that it had obtained an offer of finance from Killarney Capital Ltd. After Hanslay and Mr Finlay signed the mandate agreement, Global Pacific forwarded the loan offer to Hanslay. Mr Finlay and his co-director (by an attorney) signed that offer in acceptance.

[13] In its letter of 15 May 2015 offering finance, Killarney Capital reserved its right not to proceed. That can be seen from the following extracts from its letter:

We are pleased to advise that Killarney Capital Limited (the lender) will consider providing it with a facility substantially on the terms summarised below.

Upon acceptance of this indicative loan offer, the borrower agrees to pay a retainer of $5,000 to the lender.

Should the lender not provide the borrower with a credit approved loan offer on substantially the terms and conditions outlined in this offer, the retainer is refundable, less any direct costs associated with processing this loan application including retirement costs to sight the property and meet the borrowers. If the loan proceeds, this $5,000 retainer less the costs to sight the property and meet the borrowers will be credited against the finance fee detailed within this indicative offer letter.

The borrower is to prove that at the time of accepting this indicative offer they are solvent and have disclosed, in writing, all security interests that exist or affect its business, assets or undertaking.

[14] The loan offer was also subject to an extensive list of conditions precedent preceded by:

Usual conditions precedent for facilities of this nature, including but not limited to the provision and/or satisfaction of the following, in a form and substance acceptable to the lender and their solicitors.

[15] Hanslay’s acceptance of the loan offer and payment of the $5,000 retainer required Killarney to carry out due diligence but no more, as shown by the following:

On receipt of your acceptance and payment of the $5,000 retainer the lender will complete its due diligence.

[16] On 21 May 2015 Hanslay paid Killarney the $5,000 for the due diligence to start. On 3 June 2015 Hanslay’s lawyers wrote to Global Pacific advising that there was a title issue in that work by Hanslay had been carried out on common property at Bank Street. To legitimise this would require the consent of Tadless Ltd, but Hanslay would modify its work to conform to the existing footprint for its title.

[17] On 12 June 2015, Killarney wrote to Hanslay with a “committed loan offer”. Whereas the previous offer had been for $5,530,113, this one was for $5,118,950. This loan offer also had provision for acceptance to be signed by Hanslay and the proposed guarantors, but neither Hanslay nor the proposed guarantors (not just Mr Finlay) signed the letter.

[18] While this was termed a “committed loan offer”, the letter made it clear that the time when a binding agreement would be entered into was deferred. The terms Hanslay was invited to sign up to included:

We confirm acceptance of the loan terms and conditions and acknowledge that no binding loan contract will exist, subject to the borrower’s liability for the expenses referred to below, until security documents have been executed and the lender’s solicitor is satisfied that all necessary matters have been completed. The terms of the security documents will prevail over the terms of this letter of offer in the event of inconsistency.

[19] On 17 June 2015 Hanslay’s lawyers wrote to Global Pacific requesting that the loan offer in Killarney Capital’s letter of 12 June 2015 be split into two loan offers to be received together when accepted. The first loan offer would be used to refinance the ANZ Bank debt at $3,000,000 (not $3,600,000). The lawyers requested the offer to be marked “Draft”, to use in negotiations with ANZ Bank. The lawyers believed the bank might be persuaded to write off up to $500,000 of its debt.

[20] On 17 June 2015 Killarney Capital responded with a fresh loan offer, this time for $4,483,950, showing the amount available to refinance ANZ Bank reduced from $3.6m to $3m. Again, neither Hanslay nor the proposed guarantors signed this letter of offer.

[21] In the later part of June, Hanslay gave notice that it did not want to proceed with the proposal from Killarney Capital Ltd.

[22] On 6 July 2015, a letter from Hanslay’s lawyers contested Global Pacific’s

[24] On 21 July 2015, the Registrar-General issued a notice under s 145A of the Land Transfer Act that the caveat would lapse unless Global Pacific took the appropriate steps to have the caveat sustained.

[25] At one stage Global Pacific indicated that it was prepared to accept a lower fee than the $63,113 plus GST stated in the mandate agreement. But that offer was not accepted. That was an unsuccessful attempt to resolve matters, but it is otherwise not relevant.

[26] The competing contentions go to whether Global Pacific became entitled to its brokerage fee under the mandate agreement. Under the agreement, Hanslay made Global Pacific its agent to arrange specified finance. To be entitled to the brokerage fee, Global Pacific had to carry out what it bargained to do, including satisfying any conditions imposed by the mandate agreement. Global Pacific’s case is that it did that when it presented Killarney’s letter of offer of 15 May 2015. As that was a letter of offer within cl 3(b) of the mandate agreement, it does not matter that the offer was an “indicative offer”. Further, it says that Hanslay accepted that letter of offer.

[27] Hanslay, on the other hand, says that the offers made by Killarney were no more than invitations to treat and never amounted to an offer capable of acceptance. It accepts that under cl 3(g), Global Pacific Corporation may be entitled to its remuneration upon presenting a letter of offer, even if Hanslay does not accept it but it says that any letter of offer presented by Global Pacific must amount to something more than what it characterises as a mere invitation to treat.

[28] Hanslay says that in cl 3(g) of the mandate agreement “offer” means an offer only of the sort recognised in the law of contract. It relies, amongst other things, on this passage in Law of Contract in New Zealand:²

In determining whether a statement amounts to an offer or an invitation to treat, the Court must consider whether there is both an indication of a willingness to undertake legal liability on defined terms and a sufficiently clear indication of the terms of the prospective conduct. In the absence of either, a statement is an invitation to treat and not an offer.

²Jeremy Finn “The Phenomena of Agreement” in John Burrows, Jeremy Finn and Stephen Todd (eds) Law of Contract in New Zealand (4th ed, LexisNexis, Wellington, 2012) 35 at 44 (footnotes omitted).

[29] In contract law, statements which fall short of showing a willingness to incur legal liability or where there is insufficient indication of the terms of the proposed contract will not by their acceptance give rise to a binding agreement.

[30] Hanslay says that the Killarney letter of 15 May 2015 was no more than indicative. Killarney went no further than to say that it would consider offering finance. It reserved its position while it undertook due diligence. In Hanslay’s submission, even the committed loan offer letter fell short of a contractual offer, because under the clause in [18] above the time when a contract would be entered into was deferred.

[31] The contract law standard for an offer does not necessarily apply to the “letter of offer” in the mandate agreement. The mandate agreement is intended to allow Global Pacific to claim a fee, even if Hanslay does not accept the finance arranged by Global Pacific. In this regard, the mandate agreement differs from the typical real estate agency, where commission is earned only when the principal enters into an agreement effected by the agent.³The finance that Global Pacific must arrange must be on the terms provided in the mandate agreement (subject to the qualifications in 3(f) and (h)). It is arguable for Global Pacific that the offer of finance does not need to amount to an offer capable of acceptance so as to give rise

to a contract. For Global Pacific, it is arguable that something less may be enough.

[32] An example from a related field shows why something less than a full contractual offer may be enough. It is common for agreements for sale and purchase to be conditional on the purchaser arranging finance. If the purchaser obtains an offer of finance, the condition will be satisfied and the agreement will become unconditional. The courts have accepted that under conditions for arranging finance, something less than a binding offer will do. In Katz v Jones, Tompkins J

I do not think it is necessary, in order to comply with such a condition, for the plaintiff to show that he had legally binding contracts for mortgage moneys. I think the word “arranging” would include promises to lend on

mortgage even though such promises were not legally binding within the time for compliance with the condition.

[33] Other cases that have followed that approach are Dunsford v Tate, Jenkins v Galvin, Martin v Dawson and Irwin v Nilson.⁵In Barton v Russell, McCarthy P noted that the word “arrange” was not at all certain.⁶Notwithstanding that, if the parties have used the term, the court must make it work. This approach reflects an appreciation that from a business point of view the parties may have enough confidence in the finance arrangements to act on them, even if they are not legally

[34] If it is sufficient in the case of a finance condition in an agreement for sale and purchase to obtain an offer of finance that is not legally binding, it is arguable that a mortgage broker can arrange finance even if the offer does not legally bind the financier. It will be a question of fact in each case whether the offer of finance arranged by the broker is developed to the stage that it can be taken seriously. In this case I note that there is no suggestion that Killarney was not good for the money it was to lend under the proposal. At no stage did it withdraw its offer. While it set stiff conditions, it did not show unwillingness to go ahead if those conditions were met.

[35] For caveat purposes, it is only necessary for Global Pacific to make out an arguable case. I find that it is arguable that the May offer of finance from Killarney arranged by Global Pacific is within cl 3(g), even if it was not legally binding.

[36] Hanslay submitted that the “committed” loan offer of 12 June 2015 was also not a letter of offer under the mandate agreement. It pointed out that that offer contained extensive conditions precedent and also left it open to rely on other “usual conditions precedent for facilities of this nature”. As an example, one of the specific conditions precedent required Hanslay to secure an option to purchase 64 and

⁵Dunsford v Tate (1971) 1 NZCPR 600 (SC) at 601, Jenkins v Galvin (1977) 2 NZCPR 556 (HL) at 557, Martin v Dawson HC Auckland CP457/87, 9 September 1987 and Irwin v Nilson [1993] 1 NZLR 509 at 510.

conditions precedent required Hanslay and its proposed guarantors to provide additional documents and information, while Killarney reserved the right to decide whether to go ahead with the loan.

[37] Mr Finlay’s affidavit states that the additional conditions contained in the letter of 12 June 2015 created difficulties. As in many cases, arrangements required by Killarney had still to be put in place, adding to costs, creating delays and increasing uncertainty. A condition requiring all rental income from the Bank Street property to be paid to Killarney would create cash-flow problems. The loan offer required an acceptance within four days, something Mr Finlay considered was inadequate, given the uncertainty about being able to satisfy all conditions.

[38] These aspects may give Hanslay an arguable defence. It may be able to run a case that the offers of finance were so hedged with conditions and reservations, and the conditions were so difficult to fulfil, that there was not a genuine offer of finance in terms of the mandate agreement and that a reasonable businessman would hesitate to act on it. That is, however, no more than an arguable defence. In a caveat application the court is required to decide whether the caveator has an arguable case for the interest it claims. Something more than an arguable defence is required for a court to refuse to uphold the caveat. Hanslay has not shown that this aspect of Global Pacific’s case is unarguable.

[39] Global Pacific reinforces its case by submitting that Hanslay accepted the offer of finance it had arranged. For acceptance it relies on:

[b] Correspondence passing between Hanslay’s lawyers and Global Pacific in which the lawyers describe the documents from Killarney as “loan offers”.

[c] Alleged statements made by Mr Finlay in which he expressed his satisfaction with the loan offers arranged by Global Pacific.

[d] Hanslay’s request through its lawyers for Killarney to make an amended offer to be used in negotiations with ANZ Bank.

[40] Hanslay does not dispute these facts. This acceptance argument does not give Global Pacific an independent ground on which to base its claim to be paid. Instead, it is bolstering evidence to show that it had arranged finance suitable for Hanslay.

[41] Global Pacific has done enough to make out an arguable case that it earned its brokerage fee and accordingly that it was entitled to lodge a caveat in support of the agreement to mortgage in the mandate agreement. Accordingly, Global Pacific has a caveatable interest in Hanslay’s properties.

We are of the view that in the dictum in Sims v Lowe Somers and Gallen JJ were concerned with the situation which was then before the Court and were not putting their minds to a situation in which there is no practical advantage in maintaining a caveat lodged by someone who could properly claim a caveatable interest. In such circumstances the Court retains a discretion to make an order removing the caveat, though it will be exercised cautiously. An order will be made for removal only where the Court is completely satisfied that the legitimate interests of the caveator will not thereby be prejudiced. If, on the facts of a case, it can be seen that the caveator can have no reasonable expectation of obtaining benefit from continuance of the caveat in the form of the recovery of money secured over the land or specific performance of an agreement or if the caveator’s interest can be reasonably accommodated in some other way, such as by substituting a fund of money into the control of the Court, then it may be appropriate for the caveat to be removed notwithstanding that the right to the claimed interest is undoubted.

[43] Hanslay says that this is a case for the exercise of the residual discretion to remove the caveat in any event: Global Pacific can have no reasonable expectation of obtaining any benefit from caveating the properties, because there is no equity in

⁷Pacific Homes Ltd (in rec) v Consolidated Joineries Ltd [1996] 2 NZLR 652 (CA) at 656.

[44] The evidence includes copies of valuations by registered valuers of the John Street and Bank Street properties. The Bank Street property was valued in November 2014 with a market value of $2,950,000 (plus GST if any) “as if complete”. The valuation is tagged with conditions that various improvements be carried out, a code compliance certificate be issued, formal leases be put in place and related matters be attended to. There is no valuation of the Bank Street property “as is”, in other words without the improvements having been carried out. The John Street property was assessed as having a market value of $3,800,000 (plus GST) in March 2015.

[45] There is no dispute as to Global Pacific’s priority position under its agreement to mortgage. It comes after the registered first and second mortgages, but ahead of anyone claiming security under a transaction made after it arranged the loan offer from Killarney Capital.

[46] The sum of the two valuations is $6,750,000. The amount owing to the first and second mortgagees is in the order of $4,825,000. That leaves enough to cover the brokerage fee claimed by Global Pacific and therefore does not give grounds for believing that Global Pacific will not obtain any benefit from leaving the caveat on the title.

[47] Hanslay disputes that. It first points out that the Bank Street property was valued “as if complete” and the conditions in that report have not been met yet. Clearly some discounting is required. More importantly, it refers to an agreement for sale and purchase Hanslay entered into on 10 July 2015 with Tadless Ltd to sell the Bank Street property for $2,200,000 (plus GST). Some of the special terms of the agreement are relevant:

[b] Clause 19 makes the agreement conditional on Hanslay (a) obtaining the consent of its mortgagees to the agreements, the work and the funding arrangements for that work; and (b) entering into agreements to a lease with Opus International Consultants Ltd.

[d] Under cl 21, Hanslay granted a mortgage to Tadless to secure all advances made by Tadless and by a third party lender to fund the completion of the works in cl 18.

[e] Under cl 22, settlement of the purchase is to take place within 10 working days after Hanslay’s lawyer’s advice to the lawyer for Tadless, giving a copy of the local authority’s code compliance certificate or copies of deeds of the lease with the tenants. Clause 22 goes on to say:

On settlement the vendor shall give a credit to the purchaser for all sums due by the vendor to the purchaser and the third party lender and secured by the purchaser’s mortgage. The balance of the purchase price shall be paid in clear funds on the settlement date.

[f] Under cl 23 on settlement the purchaser was to give a discharge of its mortgage and to clear any debt payable to the third party lender.

[48] That agreement has become unconditional. ANZ Bank and Neil Properties Ltd have apparently agreed to the proposed sale. Mr Finlay says that the net sale proceeds are estimated to be $988,000 (exclusive of GST). Those proceeds will be paid to ANZ Bank in reduction of its debt, but will not clear it. Neil Properties Ltd will not receive anything from the sale of the Bank St property.

[49] Hanslay accordingly says that there will be nothing available from the proceeds of sale to pay any brokerage fee to Global Pacific Corporation. It says that an indicative calculation is:

Estimated net sale proceeds from Bank Street	$988,000
Value of John Street	$3,800,000
Total:	$4,788,000
LESS debt to first and second mortgagees	$4,825,000
Shortfall	$67,000

[50] On that basis, Hanslay says that there will be nothing available for Global

[51] Presumably the sale price of $2,200,000 under the agreement with Tadless represents a current market value of the Bank Street property, as it is. But of that sale price only $988,000 will become available, leaving $1,212,000 to go to Tadless to repay funds it will have advanced for carrying out improvements. The effect is that Tadless will have priority for its advances, reducing the balance available for other creditors. While the evidence is not completely clear on this point, presumably ANZ Bank and Neil Properties Ltd have agreed to the arrangement and will look to the John Street property for further payment. But there is no evidence that Global Pacific has agreed to being subordinated to Tadless.

[52] Global Pacific’s right to security over the John Street and Bank Street properties arose when its right to the brokerage fee accrued – under cl 3(g) of the mandate agreement - on providing an appropriate letter of offer of finance on 16

May 2015. Tadless’ right to mortgage the Bank St property did not arise until it advanced funds for the works under the agreement of 10 July 2015. As Global Pacific was first in time, it has priority over Tadless. Subject to any agreement otherwise, Global Pacific can maintain its priority by leaving its caveat against the titles.

[53] In short, cl 22 of the agreement for sale and purchase, under which Tadless can claim a credit for sums already advanced, is not effective to defeat Global Pacific’s priority. Settlement of the sale will need to take into account the interest claimed by Global Pacific, such as it is.

[54] Because Global Pacific can claim priority over any mortgage to secure advances made by Tadless, there is adequate freeboard to meet its claim, (even if there might not be enough to meet all the advances from Tadless). Accordingly, Hanslay has not shown that the discretion for the removal of the caveat should be exercised. Global Pacific may properly have an expectation of obtaining some benefit from its caveat.

[55] While I uphold the caveat, it is not clear what the ramifications of this decision will be. On upholding a caveat it is normal to require the caveator to begin proceedings to obtain relief in terms of the caveat. In this case, it is possible that other events may take over. It is, for example, possible that the agreement with Tadless Ltd may not settle. In that case, ANZ Bank and Neil Properties Ltd may look to their remedies under their mortgages. If either of the mortgagees were to sell the Bank Street or John Street properties under their mortgages, Global Pacific’s caveat would need to be removed (with conditions to secure any interest of Global Pacific in the sale proceeds under s 185 of the Property Law Act 2007). In that case, removal under the discretion may be appropriate. Nothing in this decision is intended to affect the exercise of the discretion in those circumstances.

[56] Another possibility is that the sale to Tadless may go ahead, with part of the proceeds of sale being held secure to await the final determination of Global Pacific’s claim.

[b] It is a condition of the order that Global Pacific begin proceedings against Hanslay in a court of appropriate jurisdiction to recover judgment for its brokerage fee and an order for Hanslay Holdings Ltd to grant it a registrable mortgage over the John Street and Bank Street properties.

[d] Leave is reserved to apply further to remove the caveat in the light of new circumstances.

High Court of New Zealand Decisions

Global Pacific Corporation Limited v Hanslay Holdings Limited [2015] NZHC 2425 (7 October 2015)