Commercial Law Archives

Business briefs

June 4, 2026

Commercial Law, Consumer Protection, Employment Law, Privacy Law, Regulatory Compliance, Trade & Investment

Commerce Commission – unconscionable conduct

For the first time, the Commerce Commission has filed proceedings under the prohibition on unconscionable conduct in the Fair Trading Act 1986. This development suggests that active enforcement in this area is underway.

Unconscionable conduct is business behaviour that falls well below accepted New Zealand standards and goes beyond ordinary commercial practice to conduct that is clearly unfair and unreasonable. This is one of several areas the Commission has identified as an enforcement priority.

The Commission has taken action against Brand Developers Limited (trading as The TV Shop) and Tech Vault Enterprises Limited (trading as HouseSmile), alleging both used high-pressure sales tactics on vulnerable consumers, including people with cognitive impairments or serious illnesses. The Commission considers this conduct a clear departure from acceptable business standards.

Businesses found in breach of the prohibition risk a fine of up to $600,000 and individuals may be liable for a fine of up to $200,000. Courts may also order businesses to compensate affected customers.

This action serves as a timely reminder to all businesses to ensure their sales practices are up to scratch, especially when they are dealing with vulnerable customers.

Overseas Investment Act 2005 reform

The Overseas Investment (National Interest Test and Other Matters) Amendment Act came into force on 6 March 2026, delivering a significant overhaul of New Zealand’s foreign investment framework.

The reforms are designed to make it easier and faster for overseas investors to invest in New Zealand, while ensuring the government retains the ability to scrutinise transactions that could affect New Zealand’s national interests.

Part of the reform involved streamlining the overseas investment application process. Previously, overseas investment applications had to satisfy several separate tests. A single national interest test now applies to transactions involving significant business assets and sensitive land, other than farmland, fishing quota and residential land (for which the existing consent pathways remain). Applications are assessed through a three-stage process:

Risk identification: The Overseas Investment Office (OIO) assesses the application for any national interest concerns. If none are identified, consent is granted. The statutory timeframe for decisions under this stage is up to 15 working days.
Risk assessment: If concerns are identified, a more detailed assessment follows. Consent can still be granted at this stage, with or without conditions. The statutory timeframe for review under this stage increases by 55 working days.
Ministerial decision: In cases where the transaction may be contrary to New Zealand’s national interest, the matter may be referred to the Minister of Finance who can decline consent. There is no fixed statutory timeframe for a ministerial decision.

For business owners looking to attract overseas investment or to sell to a foreign buyer, this framework should make the consent process faster and more straightforward. That said, the regime still applies and any agreement must be specifically conditional on OIO consent being obtained before the deal proceeds.

New obligations for businesses collecting personal information from third parties

On 1 May 2026, Information Privacy Principle 3A (IPP3A) came into effect, expanding the notification requirement under the Privacy Act 2020 to cover indirect collection of personal information.

Previously, businesses had no obligation to notify individuals when collecting their personal information from a third party. IPP3A has changed that.

What your business must disclose: From now on, when your business collects personal information indirectly, you must take reasonable steps, as soon as is reasonably practicable, to make the individual aware of the:

Fact that their information has been collected
Purpose of the collection
Intended recipients of the information
Name and address of the agency, or agencies, collecting and holding the information
If applicable, which law authorises or requires the collection, and
Rights of the individual to access and correct their information.

Exceptions: IPP3A does not require notification in all circumstances. Exceptions include, but are not limited to, where:

The individual has already been notified
The information is publicly available
Compliance is not reasonably practicable, and/or
It is necessary for law enforcement or court proceedings.

Please note the above is to be treated as a guide rather than an exhaustive list. We recommend seeking tailored legal advice before relying on any exception.

Next steps: If you haven’t already, you may want to consider building notification into your existing policies and this should be communicated clearly to individuals. The Office of the Privacy Commissioner has released guidance on IPP3A which provides a helpful starting point for understanding your obligations. Non-compliance may result in a complaint to the Privacy Commissioner, which may lead to a formal investigation and have potentially significant consequences for your business, so it is important you take steps now to ensure your processes are up to date.

For more detailed information about IPP3A together with examples of how it works, click here. If you have any questions about how IPP3A applies specifically to your organisation, please feel free to contact us.

Employment Relations Amendment Act 2026 – key changes

The Employment Relations Amendment Act 2026 came into force on 21 February 2026, introducing some significant changes to the New Zealand employment law framework. Some of the key changes of which businesses should be aware are listed below.

Independent contractors: The Act introduces a new gateway test to determine whether a worker is an employee or a contractor. To qualify as a ‘specified contractor,’ five criteria must be met that cover matters such as having a written agreement, freedom to work for others, flexible hours, the ability to decline work and having had a reasonable opportunity to seek legal advice. There is more information about the test here.

Personal grievances: Where an employee’s conduct amounts to serious misconduct and has contributed to the situation giving rise to the personal grievance, no remedies will be awarded. Where the conduct falls short of serious misconduct but still contributed to the grievance, remedies may be reduced by up to 100%.

High-income earner: Employees earning $200,000+ per year in total remuneration will no longer be able to bring a personal grievance or file proceedings in relation to an unjustified dismissal. A 12-month transitional protection applies to those already in roles when the legislation came into force.

Collective agreements: The requirement to apply collective agreement terms to new employees during their first 30 days, and the automatic sharing of new employee information with the union, will no longer apply.

Justification test: The section 103A justification test has been amended to take into account whether an employee obstructed the employer’s process. Significant procedural failures will no longer render a dismissal unjustifiable where the employee was not actually treated unfairly.

If you would like to discuss any aspect of how this new legislation affects your business, please don’t hesitate to contact us.

DISCLAIMER: All the information published in Commercial eSpeaking is true and accurate to the best of the authors’ knowledge. It should not be a substitute for legal advice. No liability is assumed by the authors or publisher for losses suffered by any person or organisation relying directly or indirectly on this newsletter. Views expressed are those of individual authors, and do not necessarily reflect the view of Edmonds Judd. Articles appearing in Commercial eSpeaking may be reproduced with prior approval from the editor and credit given to the source.
Content Copyright © NZ LAW Limited, 2026. Editor: Adrienne Olsen. E-mail: [email protected] Ph: 029 286 3650

An agreement to lease and a deed of lease

April 9, 2026

Commercial Law, Leasing & Property, Property Law, Real Estate Transactions, Small Business Advice, Uncategorized

How are they different?

An agreement to lease and a deed of lease are two similar, but different, documents. The Law Association of New Zealand (TLANZ), formerly the Auckland District Law Society, provides a ‘standard’ form of both an agreement to lease and a deed of lease. Most commercial leases use this ‘standard’ form of agreement to lease or deed of lease.

Agreement to lease

An agreement to lease sets out the main commercial terms of a lease, such as the term, annual rent and rights of renewal. It can also contain further details regarding the fitout and other alterations which the tenant intends to do to ensure the premises are suitable for its business use. It can also set out how the cost and ownership of the fitout and alterations will be met between landlords and tenants.

Agreements to lease can often be conditional agreements while the tenant works through a due diligence process to ensure the property is suitable for its intended use, or to ensure that it can obtain the necessary territorial authority consents to operate its business.

Once any conditions have been satisfied, the agreement to lease is a binding agreement between the landlord and tenant; it can only be cancelled in accordance with the terms of the agreement. An agreement to lease states that a tenant must enter into a deed of lease on the standard TLANZ form once prepared by the landlord.

Deed of lease

Like an agreement to lease, the deed of lease also sets out the main commercial terms of the lease, such as the term, annual rent and rights of renewal. It goes further than the agreement to lease; it allows a tenant to assign the lease and additional terms set out the position in relation to the day-to-day management of the lease, such as maintenance obligations for both the landlord and the tenant, and what happens at the end of the lease.

Why you should also enter into a deed of lease

An agreement to lease does not allow the tenant to assign its interest in the lease. However, a deed of lease does allow this. If a tenant wishes to sell its business, they will need to enter into a deed of lease to have the benefit of the assignment provisions in the deed of lease. If the tenant wants to obtain bank lending for its business, the lender may want to see the deed of lease, and may require that a deed of lease is entered into as part of its financing approval.

The agreement to lease provides that the parties will enter into a deed of lease on the ‘then current’ form of deed of lease.

Most importantly, the agreement to lease also incorporates all of the terms of the standard deed of lease, so the landlord and tenant are agreeing to be bound by a document they have not seen or signed. In particular, if the parties have not received legal advice before entering into the agreement to lease, they may not have full knowledge of the terms of the deed of lease and what they have agreed to, and may find that the obligations in the deed of lease are not as they expected.

We can help

While agreements to lease can be helpful, we recommend that you enter into a deed of lease shortly after the agreement to lease is unconditional and/or the lease has commenced. This will help ensure that all parties have a full understanding of the terms of the lease and all the benefits (and obligations) offered under the lease.

We can help in advising on the terms of the agreement to lease and the resulting deed of lease prior to execution. We can also assist with documenting the terms of an agreement to lease into a deed of lease.

DISCLAIMER: All the information published in Property Speaking is true and accurate to the best of the authors’ knowledge. It should not be a substitute for legal advice. No liability is assumed by the authors or publisher for losses suffered by any person or organisation relying directly or indirectly on this newsletter. Views expressed are those of individual authors, and do not necessarily reflect the view of Edmonds Judd. Articles appearing in Property Speaking may be reproduced with prior approval from the editor and credit given to the source.
Content Copyright © NZ LAW Limited, 2026. Editor: Adrienne Olsen. E-mail: [email protected] Ph: 029 286 3650

Protecting Your Business Name: Bob’s Story

August 15, 2025

Brand Identity, Business Law, Business Protection, Commercial Law, Entrepreneurship, Intellectual Property, Legal Disputes, Small Business Advice, Small Business Challenges, Trademarks & Branding

Bob was beyond happy, he now felt as though he had the stability he had been searching for. This feeling lasted only a few minutes though as Bob was about to receive a call in relation to his business that would change everything…

Things were going so well for Bob, until he got the call about his business.

“Uh…yes, this is he” Bob said, his ear to the phone.

“Bob, of Bob’s Burger Bar?” the caller repeated.

“Yes, I said” Bob replied, irritated.

“Thanks”, the voice said. “Just confirming”

“Who is this?” Bob demanded.

“My name is James Crane, of Shatner, Bergen and Miller. I’m calling on behalf of my client, who shall remain nameless. Unfortunately, your business is infringing on my client’s intellectual property rights.”

“WHAT?!” Bob exclaimed.

James Crane continued. “The name of your business, Bob’s Burger Bar, is very similar to the name of my client’s business, Bob’s Barbeque, in a way that is likely to deceive or confuse others into thinking they are related. That needs to change.”

“That’s ridiculous, the business is named after me!” Bob protested.

“Be that as it may, Bob” James Crane said, patronisingly. “Intellectual property is no joke and my client is now registering the name Bob’s Barbeque. This is just a friendly call to let you know to change the name of your business before you get a cease-and-desist letter and our client commences formal court action. Good day”. James Crane hung up the phone, leaving Bob’s head spinning.

He had ALWAYS been Bob’s Burger Bar, ever since he had operated out of a rusty little truck, doing the food market circuits. He had built his business from the ground up on word-of-mouth and goodwill alone. People would queue for miles to get a taste of Bob’s burgers. He couldn’t believe that now he was finally in a brick-and-mortar premises, some imposter he had never heard of was trying to claim his name. His own name!

Bob wouldn’t stand for this. He went to see the lawyer his brother Luke had recommended at Edmonds Judd.

First, his lawyer had a look at the Intellectual Property Office website to check if “Bob’s Barbeque” was a registered trademark and found that it wasn’t. Bob and his lawyer also discovered that Bob’s Barbeque was in a completely different part of the country to Bob’s Burger Bar, and that they didn’t even sell burgers, meaning that there was a very low likelihood of confusion.

Edmonds Judd wrote a letter to Shatner, Bergen and Miller politely explaining that there was no infringement on their client’s intellectual property rights that they could see.

“That’s a relief!” Bob said. “Do you think I could trademark the name Bob’s Burger Bar?”

“You might be able to” his lawyer said. “The name is quite distinct. Furthermore, your logo of the bright red B, entwined with the burger motif and the old man holding a spatula, is very distinct. You might want to register that as a trademark.”

Bob’s lawyer referred him to a firm specialising in trademark registration and Bob put a bit of his inheritance money into sprucing up the place with nice new signage. After all, why not display his nice new registered trademark?

Bob called his brother Luke to share the good news, but what Luke had to say rocked Bob’s very core….

Jamie Graham

Commercial Law