brown hay roll on brown field

Achieving A Smooth Transition Once You’ve Decided To Sell

By Ralph Shaw

20 June 2023

Whether you are selling the farm due to financial considerations, a change in career path, or retirement, here at Pitt & Moore we understand that leaving the farming industry is an incredibly difficult decision which marks a major transition in a farmer’s life and is not made lightly. However, once that decision has been made, obtaining the right support can be key. Here we will set out some of the key considerations to take into account when selling your farm:

Vendor Due-Diligence

The first step is establishing who owns what aspects of the farm, be it you as an individual, the family trust, a partnership, or company. Once you have established who is selling, it is important to know exactly what it is that you are selling. Are you selling land, livestock, farming equipment, vehicles (including cars for personal use), and residential dwelling(s), or is it any combination of the above. Knowing exactly what it is you’re selling means that it can be clearly documented, which helps to avoid potentially expensive squabbles over what is included down the line.

Agreement versus reality

Once you are clear on what it is that you are selling, your experience and knowledge is essential for ensuring that the operational practicalities of running the farm are clearly documented in the sale and purchase agreement. For example:

  • What does properly fed livestock mean, and do your livestock meet this metric so that the purchaser can raise no issue with the health of the animals and possible refuse to accept any number of them on settlement.
  • What does keeping the pasture in good cover mean, and do your paddocks again meet this metric so that the purchaser can again, not raise issue which may avoid you having to purchase supplementary feed at a not insubstantial cost.

While these operational practicalities might seem obvious to you, the purchaser may have a completely different understanding. By ensuring this is agreed early on, you remove ambiguity and head off potential issues before they arise.

Know your obligations

We understand farmers have never-ending to-do lists. We are here to help ensure you are aware of your obligations which may impact the sale. Some of the obligations to think about when you’re selling your farm include:

  • To your Bank.  How much do you owe and how much will you need to repay on settlement. Understanding this will help to manage your expectation as to what you can expect to take home once the transaction is completed.
  • Contractors.  If you engage contractors to complete work on the farm you will want to understand what your contractual obligations are, and more specifically, what those obligations are in the event of a sale. For example, if you contract to a milker, what happens under that contract in the event you sell the farm. It may be that you must pay out the full duration of the contract if the purchaser does not want to take them on. Identifying these obligations early will allow you to negotiate any sticky situations from a stronger position.
  • Legislative and regulatory obligations.  Some examples of these obligations to consider include:
    • If you’re selling workers accommodation, do the dwellings comply with the Residential Tenancies (Healthy Homes Standards) Regulations 2019. 
    • Have you obtained and complied with building consents where applicable.
    • Is the farm complying with the different environmental regulations.
    • Is the farm complying with the Health and Safety at Work Act 2015.

These are just some of the considerations when selling a farm, and while they can seem daunting, with the right support they are more than manageable. At Pitt & Moore our property and trust teams are fully equipped with the experience and knowledge to ensure all things are considered when selling your farm.

If you would like more in-depth advice or further information about the content of this article, please get in touch with the team at Pitt & Moore on 03 548 8349.

man in gray hoodie and black pants holding brown cardboard box

Housing Workers – Landlord Obligation

Providing Accommodation to Farm Workers

With New Zealand starting the process of loosening its border restrictions, foreign workers will soon be entering the country again, this means that now is a good time to consider your responsibilities around housing workers on the farm.

Service Tenancies

Generally, the Residential Tenancies Act 1986 (“the Act”) applies to any right to occupy a premises for residential purposes in consideration for rent and includes service tenancies.

A service tenancy is a tenancy granted to an employee or contractor as part of their employment or contract agreement. There need not be a separate tenancy agreement or any rent or monies payable by the tenant for a service tenancy to exist.

So, if there is a service tenancy, what does this mean for you?

  1. you are a landlord and an employer you must have a tenancy agreement in place in addition to employment / services agreements. Tenancy agreements must meet the minimum requirements of the Act. A good starting point is the standard form available from Tenancy Services, but in some cases it will pay to have this reviewed by a solicitor before presenting it to your tenant, and in certain scenarios a more bespoke tenancy agreement may be called for;
  2. the Act sets out the requirements relating to the payment of rent, and includes requirements such as the landlord obtaining the tenant’s agreement to deduct the rent payable from the tenant’s pay; and
  3. in most cases the landlord is required to give the tenant 90 days’ written notice to end the tenancy. However, this does not apply to Service Tenancies. In that case, the landlord generally must give 14 days’ written notice, except in certain circumstances where the landlord may give a shorter notice period.

Healthy Homes

We are rapidly approaching a year since the Residential Tenancies (Healthy Homes Standards) Regulations 2019  (“the Regulations”) came into force.

The Regulations prescribe minimum standards that premises must meet in order to comply with the Act. Failure to provide healthy homes information can lead to fines and damages being payable.

The minimum standards prescribed by the Regulations relate to:

  1. Heating – Main living room must have qualifying heaters;
  2. Insulation – Ceiling and underfloor insulation;
  3. Ventilation – Openable windows or external doors and extractor fans for kitchens and bathrooms;
  4. Draught Stopping – Open fireplaces to be blocked and premises to be free from gaps and holes that allow draughts; and
  5. Moisture ingress and drainage – buildings must have efficient drainage and suspended floors must have a ground moisture barrier.

There are specific exemptions to each of these requirements. There are also more general exemptions, for example:

  1. If the tenant is the former owner; and
  2. If the premises is due to be demolished or substantially rebuilt.

It is also worth noting the Residential Tenancies (Smoke Alarms and Insulation) Regulations 2016 which requires the premises to have smoke alarms in the sleeping space(s), withing 3 metres of the entrance to sleeping spaces, and in the habitable spaces.


While complying with all your responsibilities around housing workers on the farm at times can appear overwhelming and like just more red tape to deal with, in our experience it is better to front foot these issues rather than ending up at the tenancy tribunal with a bigger headache.

Talk to us

If you would like more in-depth advice or further information about the content of this article, please get in touch with the team at Pitt & Moore on 03 5488349, and ask to speak with Ralph Shaw, Solicitor.

Who to Call…

I recently received a call from a farming client who I will call Bob. Bob recently experienced a bereavement of a close family member and he wanted to discuss the estate administration.

It became apparent during our conversation that life is tough for him at the moment and he feels like he’s walking through treacle. Bob also had other issues on his plate, at this stage all fairly minor, one with a contractor, another with a tenant and yet another arising from the Trusts Act 2019. On top of that were issues that were not strictly legal matters and more to do with family dynamics.

Bob didn’t feel the need to get legal advice on any of these matters outside of the estate administration largely due the fact the issues themselves weren’t overly significant and because he didn’t see the need for a ‘legal response’. And fair enough too, the cost of legal advice can at times seem disproportionate to the issue at hand.

But, as a consequence of Bob and I talking through the issues at a relatively high level we were able to create a plan for Bob and that left Bob feeling empowered and most importantly, no longer feeling overwhelmed. And that is the part of my job that I enjoy and treasure the most, being able to help guide people to their destination whatever or wherever that might be.

It made me reflect that not infrequently when I talk with clients, some issues which could have been ‘nipped in the bud’, have fully bloomed – because in part, the client thought it was too early to call in the lawyers. And again it is understandable that most people don’t reach for the phone and dial 0800-lawyer at the first sign of trouble or the embarking of an exciting new venture. But so often a small amount of time spent with a lawyer sooner rather than later is time well spent. I particularly think this is true for those in the rural sector where forging a livelihood takes a significant level of determination, confidence and resilience. And is an environment where time and money can often be in short supply. Having trusted advisors walking next to you, pointing out the pitfalls and hazards and giving you an objective sounding board is enormously beneficial. And having those discussions earlier rather than later is enormously cost effective.

It is my view that the role of a lawyer is not to know all the answers all of the time (an impossible goal) but rather to know where or how to find the answers, to provide objective advice and to shoulder some of the worry. So, my message in a nutshell – if you have an issue that’s troubling you even only a little, call your lawyer to talk it through.

Protecting Your Business With Trade Marks

Trade marks are a great way to protect the intellectual property in your business. Once registered, a trade mark gives you the exclusive right to use that mark throughout New Zealand. That gives you confidence to invest in your brand for the long-term.

What is a Trade Mark?

When people think of trade marks, they commonly think of a business name. However, a trade mark can be words, an image or logo, shapes, animations, colours and even sounds and smells. Trade marks can be registered in respect of any mark used in your business, provided that you use the trade mark (or intend to do so).

A common misconception about trade marks is that unregistered trade marks may be represented by the ™ symbol, while only registered trade mark are permitted to use the ® symbol. The most common are words or logos being the business name or names of specific goods and services. Generally speaking, a word trade mark is preferable over an image trade mark given that it offers wider protection. However, it is common to register both at the same time.

Trade Mark Requirements and Specifications

There are several important requirements that a trade mark must meet in order for it to achieve registration on the trade marks register. The key requirements are that it must not be: descriptive or superlative; misleading or confusing and must not be too similar to another registered trade mark. For example, a business selling apples could not register ‘Fruit’ or ‘Super Amazing Fruit’ because these are descriptive and superlative respectively. On the other hand, there has previously been a successful application for the word ‘Fruit’ in relation to real estate.

All trade marks have a specification, that is, a description of the goods and services in which the trade mark is registered in respect of. Specifications are separated into different classes of goods and services and it is common to register in respect of more than one class (depending on how the trade mark is intended to be used). The specification should be as wide as possible, but only in respect of those things which the trade mark will actually be registered for. It is more difficult to obtain a broadly-worded specification and it is common to drop a class from the specification in order to achieve registration when there is a conflicting trade mark already registered.

Preparing the trade mark’s specification can be tricky and technical, and it is recommended that a lawyer prepares this for you.

Registration Process

The registration process for a trade mark is as follows:

1. Submit the trade mark application with the Intellectual Property Office (IPONZ).

2. IPONZ will examine the application and give you notice of either acceptance or refusal within 15 working days.

3. If the application was accepted by IPONZ, the trade mark will be publicly advertised in the next edition of ‘The Journal’ publication, and a person will have three months from the advertisement date to lodge an opposition to registration of the Trade Mark.

4. If no objections to the application are received, the trade mark will proceed to becoming registered at the prescribed date.

Search and Preliminary Advice

IPONZ offers a useful search and preliminary advice service. By submitting an application online, IPONZ will undertake a search of the Trade Marks register for any conflict and will also give advice as to whether your trade mark is unique enough to your industry to obtain registration.

Benefits of a Registered Trade Mark

Some of the benefits of having your logo and business name as trade marks are:

  • Only you are allowed to use your business name and/or logo in New Zealand
  • Protects your business reputation and goodwill
  • Makes your product or service easily identified
  • Prevents competitors using yours or similar logos or business names
  • Helps grow your brand, both keeping and increasing customers
  • Stops consumer confusion between yours and other similar products or services
  • You can sell or license your trade marks, making them a valuable business asset
  • Gives you a marketing edge, something different from your competitors
  • Protects all of the time and money you have spent or will spend promoting your business name/logo

Talk to us

If you have any queries in respect of trade marks please contact Clare North.

Why Every Business Needs a Lawyer

Most businesses can benefit from consulting a commercial lawyer from the outset. With that in mind, we have put together a brief list of the benefits a commercial lawyer can bring to your business.

Deciding on a Legal Structure

From our experience, it is very important to get advice from professionals when selecting the best legal structure to suit your business and particular circumstances.

The business structure will determine what liabilities are faced, how your business is taxed, how any profits are divided, how you can sell your business, and at what price.

There are three basic structures commonly used by businesses in New Zealand:

  1. Sole Proprietor/Sole Trader: where only one person is the owner of the business and trades in his or her own right.
  2. Partnership: where two or more people own the business and share the profits and losses of the business.  
  3. Company: a legal entity separate from its directors, which run the company, and its shareholders, which own the company.

Contract preparation and review

It is common knowledge that contracts play a significant part in any business, irrespective of size. Contracts are required for a range of reasons, including for sales purposes, for employment purposes and for commercial lease purposes.

A lawyer can help you with preparing and reviewing contracts, with the aim of protecting you and your business as well as minimize the risk of potential legal disputes.

Trade Marks and Intellectual Property

Once your business is established, a lawyer can also help you to protect and make the most of your brand. A lawyer can advise you on whether using your proposed trade mark is likely to infringe any registered or unregistered rights for the same or similar marks. A lawyer can also advise you on whether an application to register your mark is likely to be successful. This will save you time and money in the long run.

Assistance with Disputes

Disputes can be fraught and emotional times, causing stress and anxiety. 

If your business has the misfortune of becoming embroiled in a dispute, for instance where there is a breach of contract, a lawyer can assist with a cost-effective and timely resolution.

A good lawyer helps keep you out of court and aims to resolve your issues as quickly and effectively as possible. While there are times when an aggressive approach is required, you are more likely to get the results you require from a reasoned and consultative approach, allowing you to get on with your business, and your life.

Succession Planning and Exit Strategy

An exit strategy is a plan for wrapping up your involvement in your business. 

A lawyer can assist you with developing an exit strategy for your business to suit your personal circumstances. It’s never too soon to start on your succession plan, or exit strategy.

Talk to us

Contact our Commercial Team today to discuss how we can assist you.