LMCHB Ltd v Buller Coal Ltd - [2025] 3 NZLR 533

Contract — Interpretation — Primacy to the words — Context of the contract as a whole — Ordinary and natural meaning — Commercially absurd — Only most obvious extreme cases — Due means “immediately payable” — Guarantee not part of Agreement — Not amended by deed.

Guarantor — Secondary obligation — Contingent principal’s continuing obligation — Guarantor’s liability — Express terms can mitigate — Material terms and giving of time — Principal debtor clause preserves liability where otherwise discharged — Effect depends on wording — Indemnity clause only ‘guaranteed money’ not paid — Third Deed did not expressly reserve rights against guarantor — Subsequent conduct.

Contract — Implied term — Not ‘strictly necessary’ to imply term for guarantor’s benefit.

Contract — Privity — Third Deed did not confer a benefit on guarantor — Contract and Commercial Law Act 2017 ss 12 and 13.

Practice and Procedure — Abuse of process — Broad merits-based judgment — Take account all interests — Onus on party alleging — No sufficient evidence.