There is no binding agreement until there is a binding agreement the Court of Appeal emphasised, ruling Rakaia-based Mark Cox and Sarah Dods were free to terminate a $7.75 million farm deal and sell to a higher buyer after Mick Sidey dallied too long in exercising a due diligence clause.
The court dismissed Mr Sidey’s claim that his contract had been affirmed, giving him ongoing rights as first buyer.
In July 2025, Mr Sidey signed up to buy a 198 hectare farm on Coutts Island Road in Christchurch from Ngatapa Ltd, a company controlled by Mr Cox and Ms Dods.
A due diligence clause gave Mr Sidey fifteen working days to complete his assessment of the intended purchase. By agreement, this due diligence period was extended, twice.
Three days after the second extension expired, the two sides were still finalising details: transfer of irrigation rights, the status of past insurance claims for earthquake damage, and permission to truck in stock for grazing prior to contract settlement date.
With these details apparently sorted out, lawyers for Ngatapa asked for email confirmation that all was agreed, before the original written contract was amended and circulated for signature.
The court was told email confirmation was provided, but Ngatapa instead terminated the deal before the initial contract was amended and signed, selling elsewhere for a better price.
Mr Sidey claimed Ngatapa’s request for an email response confirming final details amounted to an affirmation of the otherwise expired contract; his contract to buy still stood, he said.
This interchange was no more than another step in ongoing negotiations, the Court of Appeal ruled. The prior contract was no longer held open awaiting completion of due diligence. The extended period of due diligence had expired. Ngatapa was free to sell elsewhere.
Sidey v. Ngatapa Ltd – Court of Appeal (20.11.25)
26.015