We don’t stand apart. When briefed by a client we become an embedded part of the team. We engage our depth of knowledge and commercial acumen to swiftly identify what’s required from the outset – and set about delivering it. It’s not a revelatory approach, but it is refreshing, competitive and deeply efficient – and enjoyable.It has earned us a market reputation as a leader in our areas of expertise where we have established:
A prominent position on the “All of Government” external legal services panel.
A substantial public and private sector client base.
Regular appointments to nationally significant projects.
“They operate with a level of charisma in the room – certainly not order takers. They sense the gaps then find the solutions.”
To ensure our specialists are always where they’re needed, we operate as one firm with hubs in Auckland, Wellington and Christchurch. We advise on a range of public and private sector projects.
Greenwood Roche assisted Hāpai Commercial Property Limited Partnership with the establishment of its partnership with Ngāi Tai ki Tāmaki Trust and the new entity’s acquisition of the 13 hectares of land under Macleans College in Bucklands Beach, Auckland in what has been reported as the largest Treaty-based school transfer.
Our work included advising on and implementing the joint venture structure, undertaking due diligence on the property, assisting with the financing of the transaction and settling the acquisition.
The acquisition was part of Ngāi Tai ki Tāmaki’s Deed of Settlement with the Crown, which was finalised in 2018, and included the leaseback of the land to the Ministry of Education.
Ngāi Tahu and the Accident Compensation Corporation have announced the development of a new office complex in Dunedin.
Greenwood Roche lawyers Bob Roche and Sam Green recently assisted ACC with the development of a new office building in Dunedin through a 50/50 partnership with Ngāi Tahu.
The Dunedin hub is essential for ACC’s national operations and this purpose-built four-storey complex will house 650 staff who are currently spread across four separate buildings.
Construction of this modern and environmentally friendly building is set to start this year. The 8,000 square metre building will be located on Dowling Street.
At over 20,000m2 of space, the redevelopment of a landmark Wellington building has provided the New Zealand Government’s largest Ministry with a substantial new National Office.
Greenwood Roche has successfully assisted the Ministry for Business, Innovation and Employment in the redevelopment and lease of MBIE’s new National Office premises in Wellington.
Greenwood Roche has continued to provide advice to MBIE throughout the course of the redevelopment, including assisting with the sale of the building to an NZX-listed property investment company during the project.
MBIE’s new National Office is one of a number of substantial redevelopment projects within Wellington on which Greenwood Roche has acted.
Greenwood Roche represented Transpower New Zealand Limited in relation to the redevelopment and lease of Transpower’s future national head office at Boulcott Street, Wellington.
Transpower plans, builds, maintains and operates New Zealand’s high voltage electricity transmission network. The new premises will house around 500 staff and the 24/7 control room for the National Grid. At approximately 8,400m2, the Boulcott Street transaction is one of the largest commercial office leasing deals in New Zealand this year.
The Greenwood Roche team included partner John Greenwood and principal Doran Wyatt, both based in the firm’s Wellington office.
Greenwood Roche represented the Ministry of Education on the redevelopment and 15 year lease of the Ministry’s new national head office at 33 Bowen Street, Wellington.
At approximately 13,100m2, the Bowen Street transaction was a full building lease and one of the largest commercial office leasing deals in New Zealand for the year. Greenwood Roche assisted the Ministry on all aspects of the negotiation and documents for the transaction, which included substantial refurbishment works, a seismic upgrade for the building and an integrated fitout.
The Greenwood Roche team for the deal were partner Jeannie Warnock and principal Doran Wyatt, both based in Wellington.
Kiwi Income Property Trust, one of the country’s largest listed property investors, is undertaking a $67 million redevelopment of its property at 56 The Terrace, Wellington, for lease by the Ministry of Social Development.
We are advising Kiwi Income Property Trust on this project. Our work has included advising on the development agreement and the 18 year deed of lease with the Crown and preparing and advising on the construction contract for the development works.
New Zealand Post has recently commenced operations at its new Manawatu Co-located Processing Facility.
Comprising over 7,000 square metres including a mail processing warehouse, staging interchange areas, and associated office accommodation (and a combined investment of over $10 million), the facility houses NZ Post’s mail processing functions for the entire lower North Island.
The facility is situated in the heart of Palmerston North’s main industrial area, and is strategically convenient to all major transport systems in the city (including the airport, state highways and rail network).
Greenwood Roche assisted NZ Post on the development, construction and leasing aspects of the facility. The development agreement provided for delivery of tenant works as a variation to the landlord's main contract and early engagement of the Main Contractor on a fixed margin open book basis. Both features enabled the project to be completed seamlessly to a tight schedule while maintaining the appropriate distribution of risk and responsibility between the parties.
Watercare Services Limited is responsible for providing water and wastewater services to the greater Auckland region, and employs a large number of people across many different teams.
We acted for Watercare in relation to its new head office premises located in Newmarket, Auckland. This was a significant project, involving the negotiation of a comprehensive redevelopment agreement and subsequent deed of lease, and further extensive advice in relation to Watercare’s ability to terminate its existing tenancies at that time.
As part of New Zealand Post’s strategy to release capital from its corporate properties, it sold the landmark New Zealand Post House in Wellington to listed commercial property company Argosy Property in 2013.
We acted for New Zealand Post on the sale and leaseback of New Zealand Post House and on the negotiation of a comprehensive development agreement committing the purchaser to undertake a $40 million extensive redevelopment of the building.
The sale, for $60 million, was one of the single largest commercial real estate deals completed in Wellington in 2013.
Tainui Group Holdings and the Accident Compensation Corporation have announced the development of a $50m-plus Hamilton office complex.
Greenwood Roche lawyers Bob Roche, Sam Green and Jane McDiarmid are assisting ACC with a significant office consolidation project, which has recently reached a milestone with the conclusion of a development agreement for a new office building in Hamilton.
At each of ACC's main hubs, Dunedin and Hamilton, we are advising ACC on the RFP process for new office accommodation, development agreements for the design and build of new office buildings and the deeds of lease. Each building will have office space of approximately 8,500 square metres and will be significant construction projects for these cities.
The new Hamilton building will be developed by Waikato-Tainui and will be located on the corner of Collingwood Street and Tristram Street. The building is designed as a state of the art, low-rise, three-pavilion building and will be a substantial boost for the Hamilton CBD.
Greenwood Roche has assisted Westland Dairy Company Limited with its $26 million Ocean Outfall Pipeline project.
Our work involved drafting and negotiating land occupation and easement documentation with the Westland District Council for the deaeration chamber and the pipeline and drafting construction contracts for the two stage pipeline project. The pipeline and deaeration chamber due for completion in the first quarter of 2021 will convey treated wastewater from Westland Milk’s Hokitika dairy factory, remove the air and discharge it into the ocean via an 800 metre underwater pipe. The company considers it is a more acceptable environmental solution and more sustainable system than the current system of discharge into the Hokitika River.
Greenwood Roche has assisted Corisol New Zealand Limited with acquisitions and overseas investment applications for forestry.
Our work involved negotiating and documenting agreements for sale and purchase for various land blocks, due diligence, overseas investment office applications and various ancillary documentation.
Greenwood Roche assisted Ōtākaro Limited to negotiate a long awaited car park building solution for Christchurch Hospital.
Our work involved negotiating and documenting an agreement with a number of other parties including CDHB, LINZ and Ngāi Tahu.
Greenwood Roche is acting for Hāpai Ahuriri Limited Partnership on the acquisition of land and the development and lease of a pet food factory in Hawke’s Bay.
Our work involved documenting and registering the limited partnership (a joint venture between two other limited partnerships including our existing client Hāpai Commercial Property Limited Partnership made up of a number of different iwi), due diligence, drafting the agreement for sale and purchase, settling the acquisition and negotiating and drafting the construction contract. We continue to advise on financing aspects and the lease.
On seven occasions during an eight year period, pine trees growing in a commercial forest fell onto an electricity line running through the forest causing damage to the line. In a recent judgment, the Court of Appeal held that the owner of the trees was liable to the owner of the line for the damage caused.
The case confirms that landowners can be liable for damage caused by their trees despite the trees being outside the “growth limit zones” imposed by the Electricity (Hazards from Trees) Regulations 2003 and despite the owner of the electricity line not having a registered easement for the line.
The electricity line was constructed in the late 1960s or early 1970s by a predecessor electric power board to the current owner of the line, Unison Networks Limited. Section 22 of the Electricity Act 1992 permits Unison Networks to keep the line on the land, and section 23 allows Unison Networks to have access to the land to maintain the line. No registered easement is needed for the line.
The property was acquired by the current owner in the early 1990s and converted to forestry in 1994.
The Electricity (Hazards from Trees) Regulations 2003 sets growth limit zones measured out from electricity lines. The growth limit zone for the line here extended only for 2.5 metres. Under those regulations, line owners can require that tree owners cut or trim trees which extend into the growth limit zones. Here, however, the trees were located outside the growth limit zones, with damage to the line caused by trees falling over during or following adverse weather.
The Court of Appeal agreed with the earlier High Court judgment that the tree owner was liable to the line owner in “nuisance”. A nuisance is an ongoing or recurring activity or state of affairs that causes a substantial and unreasonable interference with the plaintiff’s land or the plaintiff’s use and enjoyment of that land.
Normally a nuisance occurs in the context of neighbouring properties; the defendant will cause something to emanate from the defendant’s land, like smoke or noise, which interferes with the plaintiff’s use of adjoining land. Here, the lines and trees were on the same land but both the High Court and Court of Appeal were comfortable that the tort of nuisance could apply in this situation. As noted by the Court of Appeal, the trees were, in effect, emanating from Nottingham Forest’s land and causing damage to Unison’s property.
The key factor here was the repetitive nature of tree falls. A succession of trees, which had grown to a height greater than their distance from the line, fell onto the line and caused damage. Given the inevitability of tree falls, the Court of Appeal had no doubt that it was unreasonable for Nottingham Forest to allow trees to grow to the height at which they would cause damage to the line if they fell. By creating this state of affairs, Nottingham Forest was strictly liable for any resulting damage, and could not avoid liability by showing that all reasonable precautions had been taken.
This was a novel case, although it pulled together strands of settled law, and could have widespread application especially to commercial forest owners. It clarifies that the Electricity (Hazards from Trees) Regulations 2003 do not oust common law liability for damage to electricity lines caused by trees and that, in circumstances involving a series of events, landowners could be strictly liable for that damage. As shown in this case, liability can exist where the trees are outside the “growth limit zone” but within falling distance of the line, where the trees are otherwise healthy and where the line is protected by a statutory right rather than a registered easement.
Julian Smith from Greenwood Roche advised Unison Networks on this claim, and has advised other electricity lines companies on tree management issues – amongst other things – for more than 20 years. We can also advise forestry companies on their obligations here and the impact on potential plantable areas.
The Government recently proposed to introduce changes to the Construction Contracts Act (CCA) seeking to strengthen the retentions regime. The Construction Contracts (Retention Money) Amendment Bill (Bill) proposes a number of clarifications and requirements on the retention regime under the CCA. We run through the main elements of the changes.
What are retentions?
Retentions secure performance obligations under a construction contract. A retention is used as a form of security for a party such as a Principal to ensure that the other party (Contractor) performs its obligations under the construction contract. Retentions are generally held until final completion or until the end of the defects liability period.
Issues have arisen where the party holding a retention (Party A) has become insolvent, and the party whose funds are being held (Party B) is left unable to access those funds due to the being comingled with the holding party’s other funds.
The Bill purports to deal with these types of scenarios.
Key Proposed Changes
If the Bill passes in its current form, it would mean any party holding a retention, Party A, must hold that retention:
Replacement of Temporary Emergency Notification Regime with new National Security and Public Order Regime
On 25 May 2021 the Government announced the emergency notification regime (ENR) would end, at least until further notice. The ENR was part of the Government’s response to the Covid-19 pandemic and came into force in June 2020 under the Overseas Investment (Urgent Measures) Amendment Act 2020. The ENR was required to be reviewed every 90 days thereafter with Ministers required to assess whether the effects of the pandemic justified the ENR remaining in place.
Associate Finance Minister David Parker said in a statement on 25 May 2021, that “our successful management of the health impacts of the pandemic and the recovery of the economy, with lower unemployment and stronger growth than forecast last year, mean we can remove the temporary protection.”
Transactions entered into from 7 June 2021 will not be subject to the ENR, although transactions entered into prior to this date will still be subject to the notification requirement. Further changes coming into force shortly under the Overseas Investment Amendment Act 2021 mean that the ENR may be reinstated where there is an emergency justifying such reinstatement.
National Security and Public Order Notification regime
The ENR will be replaced by a call-in power – known as the national security and public order notification regime (NSPO). This regime will apply to transactions entered into on or after 7 June 2021.
The NSPO regime will apply to investments in strategically important businesses (SIB) that would not ordinarily require consent under the Overseas Investment Act 2005 (Act). The NSPO regime will allow the Government to “call-in” certain transactions and consider whether such investments pose a risk to national security and public order, and gives the Government power to impose conditions on these investments (or if required, to block or unwind the transactions) when it is considered they give rise to significant national security or public order risks. It is intended that the call-in power will be used as a backstop power only and interventions will be rare and only used where necessary.
Strategically Important Business
A SIB includes a business:
Greenwood Roche has recently had the privilege of joining the Keystone Trust whanau as a proud sponsor.
Keystone Trust’s fundamental goal is to support and enable students who have financial need or have been affected by adverse circumstances to take up tertiary studies in the property sector.
The Trust believe that this can only be achieved by working with others with the same value, vision and integrity – from students to sponsors, friends and supporters.
Being able to contribute to the future capability and capacity of the property and construction sector through the Trust gives us the opportunity to ‘pay it forward’. Standing alongside a young person as they grow and develop into their potential is an enormously fulfilling experience and one we look forward to doing with Keystone.
The Government has recently developed a number of initiatives, including the Urban Development Act 2020 (UDA), the National Policy Statement on Urban Development (NPS-UD) and the COVID-19 Recovery (Fast-track Consenting) Act 2020, designed to support the functioning of urban environments and eliminate barriers to their creation throughout New Zealand.
As part of this package of initiatives, the Infrastructure Funding and Financing Act 2020 (“Act”) passed its final reading on 22 July 2020 and received royal assent on 6 August 2020. The Act looks to ensure that a lack of funding at local government level does not continue to constrain development. Using the Act, developers can now access a new funding structure that will allow them to raise the funds and finance necessary for large-scale projects themselves (rather than rely on local government), with repayments made by future owners through rates on the developed land.
As noted by Auckland Mayor Phil Goff, “Traditional approaches to infrastructure funding and financing are not working. Constraints on council debt levels means viable infrastructure projects are postponed for years, despite the pressing need for more housing in these high-growth areas.”
The new funding model provides an alternative funding mechanism in a bid to accelerate the development of housing in particular. The Act received cross party support and is designed to complement existing funding tools available to local government.
The financing structure set out in the Act is modelled on the structure utilised in the Milldale development in North Auckland. For Milldale, a special purpose vehicle (SPV) was set up to oversee a residential development project. The SPV raised initial capital from investors, proposing to pay them back by an annual ‘infrastructure payment’ added to the rates bill. Payments will initially be made by the developer and, in time, by the section owners.
The infrastructure payment obligations are secured by an encumbrance on each title, meaning the obligation to meet the payment runs with the land and binds any subsequent owners. In the Milldale example the payments are $650 + 2.5% interest per annum for apartments and $1000 + 2.5% interest per annum for homes and will last for 30 years.
While the Milldale development is still in the construction phase it is already clear that the model has enabled acceleration of the project and therefore faster delivery of affordable housing in Auckland.
How will The Act Work?
The Act adopts a very similar model to the Milldale model, by allowing the use of multi-year levies in large scale development that place the cost of infrastructure on those who will benefit directly from it. Levies will be able to be proposed for the provision or improvement of the following:
The National Policy Statement for Freshwater Management 2020 (NPS-FM) has recently been gazetted and will come into force on 3 September 2020. The NPS-FM will replace the current National Policy Statement for Freshwater Management 2014 (amended 2017) and will make fundamental changes to the way freshwater is managed in Aotearoa.
A prominent shift in the new NPS-FM is the incorporation of Te Mana o te Wai as the primary approach to managing freshwater. Te Mana o te Wai is defined in the NPS-FM as “a concept that refers to the fundamental importance of water and recognises that protecting the health of freshwater protects the health and well-being of the wider environment. It protects the mauri of the wai. Te Mana o te Wai is about restoring and preserving the balance between the water, the wider environment and the community”. The NPS-FM identifies a hierarchy of obligations within Te Mana o te Wai that prioritises: