Many legal minds making NZ LAW work

We are an association of independent legal practices, proactively sharing ideas and expertise for the benefit of our clients.

Time to Update your Ts and Cs

Published: 21st July 2017

Author: Richard Hearn, Corcoran French

Published in: Fineprint | Issue 73

New legislation in force from 1 September 2017

In February the Contract and Commercial Law Act 2017 (CCLA) was enacted which will repeal a number of commercial statutes and consolidate them in the CCLA. It comes into force on 1 September 2017.

If you operate a business that uses standard form contracts, terms of trade or other such documents which refer to the old laws, you should update those to take account of the new legislation.

The CCLA is part of the government’s move to modernise legislation, including omitting redundant provisions and making changes in the language and format of legislation to make it more readable and accessible. Your contracts may refer to old legislation, and should be updated as a result of these changes.

What’s changed?

Rather than having many statutes all with a small amount of relevant information, these will instead all be collected together in one place. It’s a bit like a supermarket putting all the bread in one aisle instead of having it in various places around the shop. The following statutes will be repealed from 1 September 2017:

  • Carriage of Goods Act 1979
  • Contracts (Privity) Act 1982
  • Contractual Mistakes Act 1977
  • Contractual Remedies Act 1979
  • Electronic Transactions Act 2002
  • Frustrated Contracts Act 1944
  • Illegal Contracts Act 1970
  • Mercantile Law Act 1908 (except for part five of that Act, which has been retained)
  • Minors’ Contracts Act 1969
  • Sale of Goods Act 1908, and
  • Sale Of Goods (United Nations Convention) Act 1994

These statutes are now ‘consolidated’ in the new CCLA. This consolidation process has not resulted in any changes to the law, however it does make some changes in wording to clarify the existing law and modernise the language. In addition, as is increasingly common in modern statutes, the Act includes examples to aid readability.

A few examples

Some obscure laws stand out. For example, the new legislation confirms that bacteria within fish fillets is an ‘inherent vice.’

Comparable to the facts of a well-known New Zealand case which went to the Privy Council 20+ years ago,[1] confirms that legal title in unallocated gold coins does not pass to the purchaser until the particular gold coins have been allocated to a particular purchaser.

Other examples illustrate aspects of the law which are important but which can be easily forgotten. Do you know, for example, what your options are if you enter into a contract to buy a certain number of goods but the seller delivers too many or too few?

Let’s say you ordered 1,000 widgets, but the seller delivered 800 or 1,200 by mistake. Many people would assume that you would be obliged to accept the delivery at least to the extent of your order. However, under section 164 of the CCLA, in some cases you can reject the entire order. You have other options too, but we digress …

Timing

The new Act comes into force from 1 September 2017. There are a number of transitional provisions, however, which set out what parts of the Act apply to contracts entered into on or after various dates. In general, the Act will apply to all contracts entered into after 1 September 2017 but it will also apply to some entered into earlier.

How do the changes affect me?

Many businesses use standard form documents such as terms of trade, contracts for either buying or selling goods or services (including employment agreements), guarantees and so on. It’s likely that if drafted comprehensively, most, if not all, such documents will refer to at least one of the Acts which will soon be repealed.

If your contracts aren’t updated, any clauses referring to repealed legislation are likely to still be valid and interpreted as if the contract was referring to the CCLA.[2] However, each case will depend on the particular wording used and the section referred to, so it is better to avoid any doubt and make the changes now.

Now is the time to check all your contracts, terms of trade, and other similar documents and have them updated if required. Please see us if you need assistance, we have experts who can help.


[1]    Re Goldcorp Exchange Ltd (In Receivership): Kensington v Liggett [1994] 3 NZLR 385 (PC).

[2]    CCLA, section 19(1).

 

 

 

 

 

 

 

 

 

 

 

 

 

Related Articles

  • Auckland
  • Bay of Plenty
  • Canterbury
  • Coromandel
  • Gisborne
  • Hawke's Bay
  • Kapiti Coast
  • Manawatu - Wanganui
  • Marlborough
  • Nelson
  • Northland
  • Otago
  • Southland
  • Taranaki
  • Waikato
  • Wairarapa
  • Wellington
  • West Coast

Duncan King Law

Led by the firm’s director Kristine King, and John Ray who operates in a consultancy role, the dedicated team represents some of the most talented lawyers and legal executives in Auckland.

Although their primary focus is on Property, Commercial and Trust law the wide skillset of their team, and their vast experience in almost every aspect of the law, means they are uniquely qualified to provide advice to their varied clientele, regardless of what their legal requirements may be.

Region: Auckland

Phone: 09 623 0515

Attewell Clews & Cooper

Attewell Clews & Cooper is one of Whakatane’s largest and longest standing law firms. Our team embrace a culture of relaxed professionalism and share a common goal to provide high quality legal advice that is both practical and understandable. 

We are committed to being at the top of our game to ensure that our clients receive accurate and up-to-date legal advice.  We understand the world is online and use fore-front technology to achieve greater productivity and efficiency.  We encourage contact via email and text message, use an online legal library, have an intuitive practice management system and encourage our clients to pay online.

It is important to us that we understand your business and your unique individual (and family) situation. We work hard to provide sound legal advice that is tailored to your business industry and your personal goals. You will see us out and about in the community supporting local businesses, schools, community and sporting events. Talk to us today to find out how we can help you.

Region: Bay of Plenty

Phone: 07 307 0570

Parry Field Lawyers

With expertise in a wide variety of legal matters, Parry Field has developed a reputation for providing high quality legal advice and services in a timely fashion.

With offices in Riccarton, Hokitika and Rolleston Parry Field like to cover all bases.

Region: Canterbury

Phone: 03 348 8480

Purnell Lawyers

There is nothing as inevitable as change. Since opening for business early last century, we at Purnell Lawyers have seen many changes both in name and in the people who have made up the members of our team. We have been privileged to have served the public throughout all of these times. 

We are confident that we will continue to bring top quality legal services to our clients well into the future.

Region: Coromandel

Phone: 07 868 8680

Woodward Chrisp

At Woodward Chrisp we strive to meet the needs of our clients by providing a wide range of high quality legal services within a supportive and collaborative environment.

Woodward Chrisp is the amalgamation of two long established Gisborne legal firms: Woodward Iles & Co and Chrisp and Chrisp. Today’s partners are Ross Revington, Adam Simperingham, Jeff Allen and Ellie FitzGerald.

Region: Gisborne

Phone: 06 869 0900

NZ LAW Limited

NZ LAW Limited is an association of independent legal practices with member firms located throughout New Zealand. There are currently 53 member firms practising in a wide range of legal disciplines ranging from business law, home buying and selling, immigration law and intellectual property to aviation law and viticulture.

The group was established in 1992 when about five law firms met in Auckland to find a way to benefit their clients by replicating the conviviality and the sharing of ideas and expertise that occurs in larger law firms, but still be able to retain client confidentiality and their own independence.

Region: Hawke's Bay

Phone: 06 835 5299

BMC Lawyers

BMC lawyers has built a reputation for providing quality service and delivering real results. Our strength is our broad-ranging legal experience that gives us the ability to match clients with the right mix of legal skills for their particular needs.

Our legal professionals are passionate about what they do and work alongside a talented team of support and administration staff to make a real positive difference to our clients.”

Region: Kapiti Coast

Phone: 04 296 1105

Dorrington Poole

Dorrington Poole Lawyers has a long tradition in Dannevirke and was founded in 1914 by Percy Dorrington. The firm still acts for families of some of the earliest clients. The long term relationship with those clients gives continuity in a fast changing world.

The firm provides quality legal services within New Zealand for its rural, commercial and private clients. We provide services for clients not only in the Southern Hawkes Bay/Tararua area but also throughout the country.

Region: Manawatu - Wanganui

Phone: 06 374 7089

Wain & Naysmith

Based in Blenheim, Wain & Naysmith Lawyers is a full service law firm, and a powerhouse for property, family and business law.

We pride ourselves in providing clear and cost effective legal solutions and practical advice for you, your family and your business.

Region: Marlborough

Phone: 03 520 6103

Knapps Lawyers

As a firm, we promise to look after you and treat you in a manner that we would expect to be treated by a professional services provider; we promise to use every available legal remedy available to us to resolve your issue and to do what you ask us to do in a timely manner.

We will hold in strict confidence all information that we acquire through our work for you and which concerns your business or personal information.  The only exceptions are where you authorise us to disclose such information or where we must do so by law.

Region: Nelson

Phone: 03 544 7888

Thomson Wilson

Thomson Wilson is a full service law firm based in Whangarei. We’ve been trusted lawyers for the Northland community and beyond for 75 years.

We act for individuals and families, businesses, public sector and other organisations. Whether you need no-fuss advice on a simple matter, or a team of legal experts. 

Our staff provide advice in most areas of the law, including property law, business law, trusts and estates, separation and divorce, resource management, criminal law and more.

We also offer expertise in specialist areas such as Maori land, local government law, farming and forestry.

Region: Northland

Phone: 09 430 4380

Downie Stewart

At Downie Stewart Lawyers Dunedin we are focused solely on helping you achieve your goals. 

We have an incredibly talented team of Dunedin lawyers that will listen to you and provide you with sound legal advice, always striving for the simplest solution to any problem.

We are committed to this region and have worked with Dunedin and Otago families and businesses since 1867. 

Region: Otago

Phone: 03 477 2263

Cruickshank Pryde

We are proud to provide a full suite of legal services to the regions of Southland and Central Otago. With our offices, located in Invercargill, Gore and Queenstown, equipped with the latest modern technology, we can service wider New Zealand and international clients with ease. Our areas of expertise include commercial, rural, business, employment, family, criminal, property, resource management and estate planning law.

Region: Southland

Phone: 03 214 4069

RMY Legal

Having been a cornerstone in the New Plymouth and Taranaki legal community since the 1930s we offer in-depth knowledge coupled with legal expertise and always put the needs of you and your business at the heart of what we do.

Not only do we offer a first class service to clients throughout Taranaki, we are passionate about what we do and our success stems from delivering advice in clear and understandable terms.

Region: Taranaki

Phone: 06 769 8080

Norris Ward McKinnon

We are the Waikato’s leading provider of specialist legal services with a national and international perspective.

We provide tailored legal advice to meet the diverse needs of large and small corporates, public institutions, small and medium businesses, individuals and families.

We know that choosing a law firm is not an easy task. We work with our clients to listen, reassure, and resolve their problems simply and cost effectively. From our experience, the best way to do this is through developing understanding and long-term relationships with our clients. Our team of lawyers are highly regarded with a depth of experience that gives them the credibility that underpins Norris Ward McKinnon’s solid reputation in the legal market. Put simply, they are real people dealing with the real issues that affect our clients day-to-day.

Region: Waikato

Phone: 07 834 6000

Gawith Burridge

Gawith Burridge traces its history back to 1875 when Charles Gawith first set up his practice. Since then the firm has undergone many changes, including a merger between Gawith & Co and Burridge & Co in 1998 to form our current practice.

Our firm draws on the breadth of expertise available from some of the region’s most senior legal practitioners, as well as the skills of those who have moved here from larger corporate environments.

As a result, we provide clients with a comprehensive range of legal services right here in the Wairarapa. We can provide you with legal assistance whether you are an individual or a company, with everything from setting up a Will to selling your farming business. 

Region: Wairarapa

Phone: 06 370 0000

Greg Kelly Law Ltd

Greg Kelly Law Limited is a boutique Wellington law firm specialising in trust and elder law. Our practice areas are wills, estates and trusts.

We act for private and institutional clients establishing and administering trusts, wills and estates. We also provide quality advice to legal and accounting firms in New Zealand and overseas. In particular, we can assist with legal opinions, obtaining and resealing probate, and estate and trust litigation.

Region: Wellington

Phone: 04 499 5193

Hannan & Seddon

The Law Firm of Hannan & Seddon dates back to September 1867.

The firm's offices were in Werita Street from 1867 until 1982 when the firm moved to Tarapuhi Street and then to its current spacious premises at 61 Guinness Street in 1998.

The name Hannan comes from Mr Michael Hannan whose son John Hannan (Jack) joined the firm in 1908. Jack Hannan remained in partnership until he passed away in 1974 at the age of 90!

The name Seddon comes from Mr T E Y Seddon (son of Premier Richard John Seddon from Kumara) who joined the firm in the 1920's. The other prominent Solicitor at Hannan & Seddon was Cyril McGinley who joined the firm in the late 1920’s and retired as a Consultant in 1997 aged 87.

Currently we have two Partners within our firm. Tony Sullivan who has been with us for 29 years and Colin Smith, 26 years. The firm also has two long serving Legal Executives Elaine Knowles and Beverley Walsh.  

Region: West Coast

Phone: 03 768 4169

All the information published on this website, or in any article herein is true and accurate to the best of the authors' knowledge. Information on this site should not be a substitute for legal advice. No liability is assumed by NZ LAW Limited, or individual NZ LAW member firms for losses suffered by any person or organisation relying directly or indirectly on information published on this site. Views expressed in any article are the views of the authors individually and do not necessarily reflect the view of NZ LAW or their member firms. Information appearing on this site may only be reproduced with prior approval from NZ LAW Limited Head Office, and credit being given to the source. © NZ LAW Limited