SmallBusinessNZ Archives

To Share and Share alike

April 15, 2026

Business Law, Contracts and Agreements, Due Diligence, Legal Guidance, Shareholder Agreements

It was just another Monday, as Simon entered his law office, looking forward to slaking his thirst with a comforting cup of tea. He shrugged off his suit jacket and hung it up. While he waited for his computer to wake itself for the day ahead, he made himself a cup of tea.

He was just about to have a sip, when the phone rang. He put the tea down. Reception told him that someone was here to see him, no appointment in place, but it was apparently urgent. Taking a last look at his untouched drink, he went downstairs and shook hands with Reggie, who was flustered, Sally’s cousin.

“I’m joining someone in an engineering business, it’s all got to be done by tomorrow for some reason, and I’ve got all this paperwork to sign. In fact, I’ve already signed it and was going to hand it over, but Lory said I better come and see you first. Well, she demanded it.”

Simon sat Reggie down in an office, and had a look at the papers provided. Reggie was joining two other people in a company which ran the engineering business, he was going to take over from a current owner, and this all had to happen by 31 March for tax reasons. Simon went back to his room, grabbed his favourite pen, ignored the cold cup of tea on his desk, and returned to an expectant Reggie, who said: “We’re all good to go, aren’t we, can I just pay the money and get on with it?”

Simon put down the documents, looked at Reggie, and took a deep breath. “Reggie, there are some really important things to think about first:

Due Diligence – how well do you know the people you are going into business with? Do they have experience in the industry, in this company, do they have a good reputation? Are they financially sound, can they help bail the company out of trouble if necessary, have they had money problems in the past?

Shareholder Agreement – it is essential that you and the other owners sign an agreement which sets out expectations of each other, whether you will need to put more money into the business, who makes decisions, and when do you all have to agree.

You should commit to a timeframe where no one can pull out of the business, and if they do they must offer the shares to each other.”

Reggie’s eyes were wide open. “Thanks for this, I’ll have a good chat with the others, I won’t sign anything, and I’ll come back and see you shortly.”

Simon waved him goodbye, and poured himself a cup of tea. He knew that was not the end of this story.

Simon Brdanovic

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

Rob & Jess Take the Next Step: From Farm Assistants to Sharemilkers

March 23, 2026

Agribusiness, Employment Law, Legal Guidance, Property & Farming, Rural

Rob and Jess have been working as farm assistants for Bob for the past 3 years.

Bob is wanting to take a step back from the day-to-day running of the farm and has proposed that Rob and Jess take a big step up and share milk his farm.

This is a dream come true for Rob and Jess but it is also a bit overwhelming – there is so much to think about and organise.

They need to sign a sharemilking contract, buy cows and machinery and hire staff, as well as find a way to pay for everything!

It is all very new to Rob and Jess and they want to make sure that they are setting themselves up properly.

Rob and Jess meet with their lawyer who advised them on the sharemilking contract, drafted a stock purchase agreement and an employment agreement and assisted them with completing their financing with the bank.

This has made Rob and Jess feel much more relaxed and they can get on with their favourite part – farming!

Lucy Sim

Terms of trade

October 7, 2025

Contracts & Documentation, Legal Agreements, Risk Management, Terms & Conditions

After firming up a child support agreement with Sally and adjusting to his new routine after separating from Sally, Luke decided that he better check in with his business and make sure nothing has fallen by the wayside while he was preoccupied with his separation.

While doing a general review of what’s been happening in the business, he comes across his business’ terms of trade. After having a quick look at the terms of trade he is shocked to see that the terms haven’t been updated in a couple of years. To make matters worse he notices that his terms of trade don’t build in any protection for his business should a customer not pay him for his goods and services. Luke decides to set up a meeting with his lawyers for advice.

At this meeting, Luke gives his terms of trade to his lawyers and explains how his business operates and what terms and conditions he would like to be in place. Luke and his lawyer discuss the importance of regularly reviewing and updating the terms of trade.

A business’ terms of trade are recorded in a written document that set out the relationship between the business and customer, and the terms and conditions that apply to the supply of goods and services.

Luke’s lawyers review his terms of trade, update them to reflect his business needs and make further suggestions on how the terms and conditions should be amended to provide clarity to both Luke and his customers. Importantly, his lawyers made sure that the terms included clauses that set out what would happen if there was a dispute, limited Luke’s liability to the customer, and detailed the business’ rights if a customer didn’t pay.

Luke now felt much more protected using his new terms of trade for his business.

Kristin O’Toole

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