Taylor v Todd - [2004] 3 NZLR 76

Contract — Cancellation — Whether sale and purchase agreement validly cancelled for non-performance of condition — Meaning of “pre-incorporation contract” — Whether sale and purchase agreement a pre-incorporation contract and capable of ratification — Whether company became party to agreement by ratification — Whether any ratification within reasonable time — Whether just and equitable for Court to validate contract — Whether Overseas Investment Commission (OIC) consent remained requirement of agreement — Whether third defendant a “nominee” of third defendant — Whether share purchase agreement sham or transaction to circumvent OIC requirements — Whether first defendant could enforce agreement — Overseas Investment Regulations 1995, Part III, regs 2, 8(1) and 18.

Company law — Pre-incorporation contracts — Meaning of “pre-incorporation contract” — Whether sale and purchase agreement a pre-incorporation contract and capable of ratification — Whether company became party to agreement by ratification — Whether any ratification within reasonable time — Whether just and equitable for Court to validate contract — Companies Act 1993, ss 180(1)(b), 182(1) and (2) and 184.

Property law — Overseas investment — Whether New Zealand company nominee of overseas person — Whether share sale to New Zealand citizens sham or transaction to circumvent regulations — Overseas Investment Regulations 1995, reg 18.