Contract and Commercial Law Act 2017 PDF

Preview

Summary

CCLA 2017...

Description

Reprint as at 29 October 2019

Contract and Commercial Law Act 2017 Public Act Date of assent Commencement

2017 No 5 1 March 2017 see section 2

Contents Page 1 2

Title Commencement

15 15 Part 1 Preliminary provisions

3 4 5 6 7 8

Purpose Revision Act Overview of this Act Transitional, savings, and related provisions Status of examples Act binds the Crown

15 15 16 17 17 17

Part 2 Contracts legislation 9

Interpretation

18 Subpart 1—Contractual privity

10 11

Purpose Interpretation

18 18

Note Changes authorised by subpart 2 of Part 2 of the Legislation Act 2012 have been made in this official reprint. Note 4 at the end of this reprint provides a list of the amendments incorporated. This Act is administered by the Ministry of Justice and the Ministry of Business, Innovation, and Employment. 1

Contract and Commercial Law Act 2017

12 13 14 15 16 17 18 19 20

Reprinted as at 29 October 2019

Deed or contract for benefit of person who is not party to deed or contract Section 12 does not apply if no intention to create obligation enforceable by beneficiary Variation or discharge of promise may require beneficiary’s consent Variation or discharge by agreement or in accordance with express provision Court may authorise variation or discharge Enforcement by beneficiary Availability of defences This subpart does not apply to promises, contracts, or deeds governed by foreign law Savings

19 20 20 20 21 21 22 22 22

27 28 29 30 31 32

Subpart 2—Contractual mistakes Purpose of this subpart This subpart to be code Interpretation Relief may be granted if mistake by one party is known to another party or is common or mutual Mistake does not include mistake in interpretation of contract Decision to enter into contract not influenced by mistake if party aware of it Mistake caused by party seeking relief Nature of relief Court may grant relief to person claiming through or under party Persons who may apply Rights of third persons not affected This subpart does not apply to contracts governed by foreign law

25 25 26 26 26 27

33 34

Subpart 3—Contractual remedies Meaning of cancel Remedy provided in contract

27 27

21 22 23 24 25 26

23 23 23 24 25 25

Damages for misrepresentation 35 36 37 38 39 40

2

Damages for misrepresentation Cancellation Party may cancel contract if another party repudiates it Party may cancel contract if induced to enter into it by misrepresentation or if term is or will be breached No cancellation if contract is affirmed Parties with substantially same interest Sections 36 to 39 have effect in place of rules of common law and of equity

27 28 28 29 29 29

Reprinted as at 29 October 2019

41 42

Contract and Commercial Law Act 2017

When cancellation may take effect Effect of cancellation

29 29

Power of court to grant relief 43 44 45 46 47 48 49

Power of court to grant relief Order for relief may be subject to terms and conditions Matters court must have regard to Protection of purchaser of property in good faith and for valuable consideration Party who has altered position Persons who may apply Recovery of damages

30 30 31 31 31 31 32

Provisions purporting to prevent court inquiry 50 51 52 53

Statement, promise, or undertaking during negotiations Authority for making or giving statement, promise, or undertaking Contracts for sale of goods Proceeding before Disputes Tribunal

32 32 33 33

Assignees 54 55 56 57

Remedies enforceable by or against assignee Damages may not exceed value of performance of assigned contract Assignee indemnified by assignor Other provisions relating to assignees

33 33 33 34

Miscellaneous provisions 58 59

This subpart does not apply to contracts governed by foreign law Savings Subpart 4—Frustrated contracts

34 34

60

Application

34 Money paid or payable

61 62

Money paid may be recovered and money payable ceases to be payable Court may allow party who has incurred expenses to retain or recover money

35 35

Other valuable benefits 63 64

Sum may be recovered if party has obtained valuable benefit Benefit may be treated as being obtained Expenses

35 36

65

Estimates of expenses

36 Insurance

66

Money payable under contract of insurance

36 3

Contract and Commercial Law Act 2017

Reprinted as at 29 October 2019

Other provisions relating to application 67 68

Court must give effect to provision in contract Court must treat performed part of contract that can be properly severed as separate contract This subpart does not apply in certain circumstances Subpart 5—Illegal contracts

37 37

70 71 72

Interpretation Illegal contract defined Breach of enactment

38 38 39

73 74

Illegal contracts have no effect Illegal contracts have no effect Protection of persons who acquire property in good faith and without notice

39 39

69

37

Court may grant relief 75 76 77 78 79 80 81 82

Who may be granted relief Court may grant relief Order may be subject to terms and conditions Matters court must have regard to Court must not grant relief if not in public interest Person acting with knowledge of facts or law giving rise to illegality Persons who may apply Restriction on granting relief otherwise than in accordance with this subpart

40 40 41 41 41 41 41 41

Restraints of trade 83 84

Restraints of trade Law relating to restraint of trade and to ouster of jurisdiction not affected

42 42

Subpart 6—Minors’ contracts 85

Interpretation

42 Contractual capacity of minors

86 87 88 89 90 91

Contracts unenforceable against minors but otherwise have effect Court may inquire into fairness and reasonableness of contract Court orders where contract was fair and reasonable Court orders where contract was not fair and reasonable Matters court must have regard to Further provisions relating to application of sections 86 to 90

43 43 43 43 44 44

Special rules for contracts of service and life insurance contracts 92

4

Contracts of service and life insurance contracts have effect as if minor were of full age

44

Reprinted as at 29 October 2019

93 94

Contract and Commercial Law Act 2017

Court may make orders about unconscionable, harsh, or oppressive contract of service or life insurance contract Sections 92 and 93 do not apply in certain circumstances

44 45

Compensation or restitution 95

Compensation or restitution Other provisions relating to applications and orders

45

96 97

Applications under sections 87 to 89 or section 93 Terms and conditions of orders

46 46

Entering into contract with District Court’s approval 98 99 100 101

Minor may enter into contract with approval of District Court Persons who may apply Referral of application Contracts relating to property held on trust

46 46 46 47

Guarantees and indemnities 102

Guarantees and indemnities Compromise or settlement of claims by minors

47

103 104 105 106 107

Application Claim that is not subject of proceeding Claim that has become subject of proceeding Who may apply for approval Court may refuse or grant approval

48 48 48 49 49

Court directed trust for minor 108 109

Money or damages to be held on trust Payment on minor reaching 18 years or marrying or entering into civil union or de facto relationship Other matters relating to sections 103 to 109

49 50

110 111 112

Sections 103 to 109 do not limit or affect certain other provisions Variation of certain orders Order may be made on court’s own motion or on application

50 50 51

113 114

Jurisdiction Jurisdiction of District Court Jurisdiction of Disputes Tribunal

51 51

Subpart to be code 115

This subpart to be code

52

116 117

Agreements relating to trusts Effect of this subpart on trust Agreement to extinguish or vary trust may be approved

53 53

5

Contract and Commercial Law Act 2017

Reprinted as at 29 October 2019

Subpart 7—Stipulations not of essence of contracts 118

Stipulations not of essence of contracts

53

Part 3 Sale of goods 119

Interpretation

54 Subpart 1—Formation of contract Contract of sale

120 121 122 123 124

Contract of sale of goods Contracts of sale may be between one part-owner and another Contracts of sale may be absolute or conditional Sale and agreement to sell Capacity to buy and sell

56 56 56 56 56

Contractual formalities 125

How contract of sale is made

57

126 127 128

Subject matter of contract Existing or future goods Contract void if goods have perished at time when contract is made Contract void if goods perish before sale but after agreement to sell

57 57 57

Price 129 130

Fixing contract price Agreement to sell at valuation

58 58

Conditions and warranties 131 132 133 134 135 136 137 138 139 140 141

Stipulations about time Conditions and warranties Breach of condition to be fulfilled by seller Impossibility or other excuse Implied condition and warranties as to title and quiet possession Sale by description Implied conditions or warranties as to quality or fitness Implied condition that goods are reasonably fit for purpose Implied condition that goods are of merchantable quality Implied warranty or condition by usage of trade Express warranty or condition

58 58 59 59 59 60 60 60 60 61 61

Sale by sample 142

Sale by sample

61 Subpart 2—Effects of contract

Transfer of property between seller and buyer 143 144 6

Goods must be ascertained Property passes when intended to pass

61 62

Reprinted as at 29 October 2019

Contract and Commercial Law Act 2017

145 146 147 148

Ascertaining parties’ intention Rules for ascertaining parties’ intention Reservation of right of disposal Risk passes with property unless otherwise agreed

62 62 63 64

149 150 151 152 153 154 155

Transfer of title Sale by person who is not owner Market overt Sale under voidable title Revesting of property in stolen goods on conviction of offender Seller in possession after sale Buyer in possession after sale Effect of writs of execution

64 65 65 65 65 66 66

Subpart 3—Performance of contract 156 157

Duties of seller and buyer Payment and delivery are concurrent conditions Rules about delivery

67 67

158

Determining whether buyer to take possession of goods or seller to send goods Place of delivery Goods must be sent within reasonable time if no time is fixed Goods in possession of third person Demand or tender of delivery must be at reasonable hour Seller must bear expenses of putting goods into deliverable state Delivery of wrong quantity or of mixed goods Buyer not bound to accept delivery by instalments Instalment deliveries: breach of contract Delivery to carrier Risk where goods are delivered at place other than place where goods are sold Buyer’s right to examine goods Acceptance of goods Buyer not bound to return rejected goods Liability of buyer for neglecting or refusing to take delivery of goods

67

159 160 161 162 163 164 165 166 167 168 169 170 171 172

173 174

Subpart 4—Rights of unpaid seller against goods Unpaid seller defined Unpaid seller’s rights

67 68 68 68 68 68 69 69 70 70 70 71 71 71

72 72

Unpaid seller’s lien 175 176 177

Unpaid seller’s lien Part delivery When unpaid seller loses lien

72 73 73

7

Contract and Commercial Law Act 2017

Reprinted as at 29 October 2019

Stopping goods in transit 178 179 180 181 182 183 184

Right to stop goods in transit Duration of transit Goods delivered to ship chartered by buyer Part delivery How right is exercised Notice of seller’s claim Redelivery of goods

73 73 74 74 74 74 75

Resale by buyer or seller 185 186 187 188 189 190

Effect of subsale or pledge by buyer Transfer of document of title to person in good faith and for valuable consideration Sale not generally rescinded by lien or stopping goods in transit Buyer’s title on resale Resale in case of perishable goods or notice of intention to resell Express power of sale

75 75 75 76 76 76

Subpart 5—Remedies for breach of contract Remedies of seller 191 192

Claim for price Damages for non-acceptance Remedies of buyer

76 77

193 194 195 196

Damages for non-delivery Specific performance Remedy for breach of warranty Interest and special damages Subpart 6—Supplementary matters

77 77 78 78

197 198 199 200 201

Exclusion of implied terms and conditions Exclusion where Consumer Guarantees Act 1993 applies Reasonable price and reasonable time are questions of fact Rights and duties enforceable by proceeding Savings

79 79 79 79 79

Subpart 7—United Nations Convention on Contracts for the International Sale of Goods 202 203 204 205 206

8

Purpose Interpretation Convention to have force of law Convention to be code Certificates about Contracting States

80 80 80 80 80

Reprinted as at 29 October 2019

Contract and Commercial Law Act 2017

Part 4 Electronic transactions Subpart 1—Preliminary provisions 207 208 209 210

Purpose Overview Interpretation Further provision relating to interpretation

81 81 81 82

Subpart 2—Improving certainty in relation to electronic information and electronic communications Validity 211

Validity of information

82

Default rules about dispatch and receipt of electronic communications 212 213 214 215 216 217

When default rules in sections 213 to 216 apply Time of dispatch Time of receipt Place of dispatch Place of receipt Time of communication of acceptance of offer

82 83 83 83 83 84

Subpart 3—Application of legal requirements to electronic transactions Preliminary provisions 218 219 220 221

When subpart applies When legal requirement can be met by electronic means Consent to use of electronic technology When integrity of information maintained

84 85 85 85

Legal requirement: writing 222 223 224 225

Legal requirement that information be in writing Legal requirement to record information in writing Legal requirement to give information in writing Legal requirements relating to layout and format of certain information and writing materials

85 86 86 86

Legal requirement: signatures 226 227 228

Legal requirement for signature Legal requirement that signature or seal be witnessed Presumption about reliability of electronic signatures

87 87 88

Legal requirement: retention 229 230

Legal requirement to retain document or information that is in paper or other non-electronic form Legal requirement to retain information that is in electronic form

88 88 9

Contract and Commercial Law Act 2017

231

Reprinted as at 29 October 2019

Extra conditions for electronic communications

89

Legal requirement: provision and production of, and access to, information 232 233 234 235

Legal requirement to provide or produce information that is in paper or other non-electronic form Legal requirement to provide or produce information that is in electronic form Legal requirement to provide access to information that is in paper or other non-electronic form Legal requirement to provide access to information that is in electronic form

89 90 90 91

Legal requirement: originals 236

Originals

91 Miscellaneous

237 238 239 240

Legal requirement relating to content of information Copyright Regulations and Order in Council to amend Schedule 5 Authority to prescribe electronic forms and requirements for using electronic forms

91 91 92 92

Part 5 Other commercial matters Subpart 1—Carriage of goods Overview 241 242 243 244 245 246 247

Overview Application and effect of subpart This subpart applies to carriage of goods by carrier under contract This subpart does not apply to international carriage, to postal services, or in certain other cases Other remedies affected Contracting out permitted for some matters Interpretation Interpretation Meaning of unit of goods

93 94 94 95 95 95 97

Kinds of contract of carriage and effect on liability of parties 248 249 250 251 252 10

Liability depends on kind of contract of carriage Particular kind of contract of carriage is matter for agreement subject to meeting requirements for that kind Requirements for contract for carriage at owner’s risk Requirements for contract for carriage at declared value risk Requirements for contract for carriage on declared terms

98 99 99 99 100

Reprinted as at 29 October 2019

253 254

255 256 257 258

Contract and Commercial Law Act 2017

Difference between amounts charged must be fair and reasonable for contract at owner’s risk or declared value risk Contract between contracting carrier and actual carrier or between actual carriers Liability of contracting carriers Application of sections 256 to 258 Liability of contracting carrier When responsibility for goods begins When responsibility for goods ends

100 101

101 101 101 101

Limits on carrier liability for contracts of carriage at limited carrier’s risk or declared value risk 259 260 261 262 263 264 265

Carrier’s liability limited to $2,000 for each unit of goods or to declared value Carrier not liable in certain circumstances Liability of actual carrier to contracting carrier Application of provisions on liability of actual carrier to contracting carrier Liability where 1 actual carrier is involved Liability where more than 1 actual carrier is involved When actual carriers are jointly responsible or separately responsible for goods Provisions relating to joint liability of actual carriers

103 103 104 104 104 105 105

Other provisions relating to liability of carriers 266 267

Rights of contracting party where contracting carrier insolvent or cannot be found Liquidator or assignee in bankruptcy holds money on trust

106 106

Liability of carriers for baggage 268 269
...