Faculty of Law

Peter Watts



QC, LLB(Hons) (Cantuar), LLM (Cantab)

Contact details
Building 803, room 3.01
17 Eden Crescent

Phone: +64 9 923 7829 +64 9 923 7829
Email: pg.watts@auckland.ac.nz

Available to students

On research and study leave until 30.06.2014




Peter Watts' teaching and research interests include agency law, company/corporations law, the law of restitution, the law of personal property, and equity. He has taught courses in the law of obligations, agency law, company law, restitution, company finance law, and securities market regulation.

Peter is currently the general editor of the leading English text, Bowstead & Reynolds on Agency (Sweet & Maxwell, London, 2010). His other books include Directors' Powers and Duties (LexisNexis, Wellington, 2009), and P Watts, N Campbell, and C Hare, Company Law in New Zealand (LexisNexis, Wellington, 2011). He is also one of the authors of Morison's Company and Securities Law and of Heath & Whale on Insolvency. He is the New Zealand regional editor of the Restitution Law Review, an editor of the Company and Securities Law Bulletin, joint editor of the New Zealand Business Law Quarterly, and Agency law editor of the Journal of Business Law (UK).

Peter has advised the New Zealand Law Commission and the Law Commission of England and Wales on a number of private law and commercial law projects. He has served as Acting Dean of the Faculty and as a representative of the Professors on the Council of the University.

Peter is also a barrister at Bankside Chambers in Auckland, and a door tenant at Fountain Court Chambers, the Temple, London.

In May 2013, Peter was made Queen's Counsel.


Research Interests

  • Agency Law
  • Company Law
  • Law of Restitution

Current research

Peter’s research ranges across most of the law of agency, company law, and the law of restitution, with occasional forays into contract law and the law of trusts. He has had particular interests in the basis of imputed knowledge in agency law, and in the exceptional circumstances in which a promisor can be bound to a contract through the actions of someone who had neither actual nor apparent authority to act for him or her. Within company law, his recent focus has been on the law of company contracting, and directors’ duties. Download his recent article, "A Tort of Refusing to Contract?" in the New Zealand Business Law Quarterly, a review of two decisions of the New Zealand Court of Appeal, below.

 Current Courses

  • LAWCOMM 402 Company Law
  • LAWCOMM 405 Restitution
  • LAWHONS 737 Agency Law

Recent Thesis/Dissertation Supervision Topics

  • Regulation by Exemption: The Securities Act Regime as a Case Study in the Propensity for Regulatory Distortion, and Some Solutions (PhD)
  • So v HSBC: An Examination of the State of the Law of Vicarious Liability for Employees' Negligent Statements (LLM)
  • A History of the Action of Deceit on the Case and Related Developments in Contract Law (PhD)
  • Interlocutory Injunctions and Third Parties: Exposing the Sub-text (PhD)
  • Executive Remuneration: What Controls, if Any, Should be Placed on Executive Remuneration in New Zealand?
  • The Shareholder's Right to Fair Value and Reform of the Minority Buy-Out Provisions of the Companies Act 1993
  • The Freedom of Establishment for Corporations in the European Union
  • Ascertaining the Criminal Liability of a Corporation
  • Insider Trading and Tipping under the Securities Markets Act 1988
  • Amalgamations and Takeover Regulation
  • Break Fees in Mergers and Takeovers

Brief CV

Duncan Cotterill & Co, solicitors, Christchurch
Chapman Tripp, solicitors, Wellington
Law Faculty, The University of Auckland, 1985-
Professor, 2001.


LLM, University of Cambridge, 1982
LLB(Hons), University of Canterbury, 1980
Barrister and Solicitor of the High Court of New Zealand (admitted 1981)

Books and Book Chapters

  • Watts, P, ‘Managerial and Worker Liability for Shortcomings in the Building of Leaky Homes–an Antediluvian Perspective’ in The Leaky Building Crisis (Wellington, Thomson Reuters, 2011), 139–158.
  • Watts, P, Campbell, N, and Hare, C, Company Law in New Zealand (LexisNexis, Wellington, 2011), 1020pp.
  • Watts, P, 'Partial Rescission: Disentangling the Seedlings but Not Transplanting Them', in E Bant and M Harding (eds), Exploring Private Law (Cambridge, CUP, 2010), 427-445.
  • Watts, P (General Editor) and Reynolds FMB, Bowstead & Reynolds on Agency (19th ed, London, Sweet & Maxwell, 2010), 785pp
  • Watts, P. Directors' Powers and Duties (Wellington, LexisNexis, 2009), 388pp
  • Watts, P, 'Company Law and the Court of Appeal 1958-2008' in Bigwood (ed), The Permanent New Zealand Court of Appeal (Oxford, Hart Publishing, 2009), 211-256.
  • Heath and Whale on Insolvency (Wellington, LexisNexis, 2009), chapters 32 (Directors' Duties) and 33 (Phoenix Companies)
  • Watts, P, 'Imputed Knowledge in Restitutionary Claims-Rationales and Rationes', in S Degeling and J Edelman (eds), Unjust Enrichment in Commercial Law (Sydney, Thomson Reuters, 2008), 429-460.
  • Watts, P, 'Principals' Claims for Agents' Wrongful Assertions of Authority - Is There a Need for Another Torticle?', in J Finn and S Todd (eds), Law, Liberty, Legislation (Wellington, LexisNexis, 2008), 147-170.
  • 'Birks and Proprietary Claims, with Special Reference to Misrepresentation and to Ultra Vires Contracts' in C Rickett and R Grantham (eds), Structure and Justification in Private Law (Oxford, Hart Publishing, 2008), 361-378.
  • Berryman, J, Kós, JS, and Watts, P, Contractual Remedies (Wellington, New Zealand Law Society, 2005) 135pp.
  • Beck, A, Watts, P, et al, Morison’s Company and Securities Law (Wellington, LexisNexis, 2000-06) chapters 4, 25, 50 and 51.
  • Rennie, H, Watts, P, Directors’ Duties and Shareholders’ Rights (Wellington, New Zealand Law Society, 1996) 96pp.
  • Kós, JS, Watts, P, Unjust Enrichment - the New Cause of Action (Wellington, New Zealand Law Society, 1990) 152pp.

Recent Journal Articles

  • 'Corrupt Company Controllers, their Companies and their Companies' Creditors: Dealing with Pleas of Ex Turpi Causa', Journal of Business Law, 162-168, 2014.
  • 'Et in Arcadia Ego', New Zealand Law Journal, 25-26, 2014.
  • 'Tyrrell v Bank of London—an Inside Look at an Inside Job', Law Quarterly Review, 129, 527–558, 2013.
  • 'Yet More Expansion of the Role of Courts in Private Lives', NZ Lawyer, 25 January, 18–20, 2013.
  • 'Getting Lost in the Borderland of Theft: R v Gao and R v Hurring', New Zealand Business Law Quarterly, 19, 31–43, 2013.
  • 'De Facto Directors, Groups of Companies, and Discrimination in the Payment of Creditors', Company and Securities Law Bulletin, 3–4, 2013.
  • 'Annual Survey of New Zealand Restitution Law', Restitution Law Review, 219–225, 2012.
  • 'Regulation of Takeover Offers and Takeover Defences', Company and Securities Law Bulletin, 113-114, 2012
  • ‘Principals’ Tortious Liability for Agents’ Negligent Statements—Is “Authority” Necessary?’ Law Quarterly Review, 128, 260–282, 2012.
  • ‘Criminal Sanctions for Commercial Negligence’, New Zealand Law Journal, 103–106, 2012.
  • 'Criminal Penalties and Professional Negligence' Companies and Securities Law Bulletin, 51-52, 2011.
  • 'Illegality and Agency Law: Authorising Illegal Action', Journal of Business Law, 213–228, 2011
  • 'De Facto Directors', Law Quarterly Review, 127, 162–167, 2011
  • 'Gross Negligence and the Director's Duty of Loyalty', Company and Securities Law Bulletin, 99-100, 2010.
  • 'Annual Survey of New Zealand Restitution Law', Restitution Law Review, 167-172, 2010.
  • 'Audit Contracts and Turpitude', Law Quarterly Review, 126, 14-20. 2010.
  • 'Constructive Trusts and Insolvency', Journal of Equity, 3, 250-285, 2010.
  • 'Directors' and Managers' Liability-Turning the Blow Drier on the Leaky Building Torts', Company and Securities Law Bulletin, 85-88, 2009.
  • 'Restitution and Conflicted Agents', Law Quarterly Review, 125, 369-374, 2009.
  • 'Principals' Claims for Agents' Wrongful Assertions of Authority - Is There a Need for Another Torticle?', Torts Law Journal, 17, 100-120, 2009.
  • 'Agents' Entitlements to Commission', Journal of Business Law, 268-275, 2009.
  • 'Company Contracts, and Reckless Trading Re Global Print Strategies Ltd', New Zealand Business Law Quarterly, 15, 3-7, 2009.
  • 'Auditors and Corrupt Clients', Law Quarterly Review, 125, 38-43, 2009.
  • 'Companies, their Managers, and Obligations in Tort', Company and Securities Law Bulletin, 111-112, 2008
  • 'Agency, Forgery and the Land Register', Law Quarterly Review, 124, 519-521, 2008.
  • 'A Tort of Refusing to Contract?', New Zealand Business Law Quarterly, 14, 69-77, 2008.
  • 'Self-Appointed Agents - Liability in Tort', Law Quarterly Review, 123, 519-522, 2007.
  • 'Employee Liability under the Fair Trading Regime: a Lost Opportunity in the High Court of Australia' New Zealand Business Law Quarterly, 13, 152-159, 2007.
  • ‘Phoenix Companies — the Common Law and Statutory Regulation’. Company and Securities Law Bulletin, 39-43, 2007.
  • 'Employee Liability for Misleading and Deceptive Conduct in Trade - Houghton v Arms'. Australian Bar Review, 29, 105-111, 2007.
  • Trevor Ivory v Anderson: Reasoning from Outer Space'. New Zealand Law Journal, 25-27, 2007.
  • 'The Transition from Director to Competitor'. Law Quarterly Review, 123, 21-26, 2007.
  • 'Annual Survey of New Zealand Restitution Law'. Restitution Law Review, 182-190, 2006.
  • ‘Unrequested Improvements to Land". Law Quarterly Review, 122, 553-557, 2006.
  • ‘Informal Unanimous Assent of Beneficial Shareholders’. Law Quarterly Review, 122, 15-19, 2006.
  • ‘Judicial Review of Directors’ Decisions¬-Another Bad Idea’. Company and Securities Law Bulletin, 75-76, 2006.
  • ‘The Attempt to Nationalise the Company-Introducing "Stakeholder" Ideology into the Foundations of Company Law’. Company & Securities Law Bulletin, 103-106, 2005.
  • ‘Imputed Knowledge in Agency Law-Knowledge Acquired Outside Mandate’. New Zealand Law Review, 307-334, 2005.
  • ‘Birks’ Unjust Enrichment’. Law Quarterly Review, 121, 163-168 , 2005.
  • ‘Authority and Mismotivation’. Law Quarterly Review, 121, 4-9, 2005.
  • ‘The Creep of Negligence into Agency Law in Australia’. Australian Bar Review, 26, 185-192, 2005.
  • ‘Illegality and the Change of Position Defence in the Law of Restitution’. New Zealand Business Law Quarterly, 11, 115-117, 2005.
  • ‘The Hunt for Deeper Pockets: When One's Contracting Party Lets One Down’. Company & Securities Law Bulletin, 35-36, 2005.
  • ‘Annual Survey of New Zealand Restitution Law’. Restitution Law Review, 193-202, 2005.

Recent presentations

  • 'Tyrrell v Bank of London—an Inside Look at an Inside Job', lecture as JC Smith Senior Visiting Scholar 2012-2013 at the University of Nottingham, February 2013
  • 'Taxonomy in Private Law—Furor in Text and Subtext', Mapping the Common Law, Legal Research Foundation conference, Auckland, June 2012.
  • 'Principals' Liability for Agents' Negligent Statements', 6th Peter Willoughby Memorial Lecture, University of Hong Kong, February 2011, and represented at the Inner Temple Hall, London, February 2011
  • 'Contracting with Companies, Trusts, Partnerships and Nominees', with K Quinn, New Zealand Law Society-Continuing Legal Education programme (August, 2010, five centres).
  • 'Directors' and Employee Liability for Leaky Buildings', address to Arbitrators' and Mediators' Institute of New Zealand, Auckland, February 2010.
  • 'Constructive Trusts and Insolvency', Equity and Financial Stress Conference (Journal of Equity and Commercial Law Association of Australia), Sydney, 14 August 2009.
  • 'Company Law in the Court of Appeal 1958-2008', The Permanent Court ofAppeal: a Celebration of 50 Years, Legal Research Foundation Inc, Wellington (March 2008).
  • 'Principals' Claims for Agents' Wrongful Assertions of Authority-Is There a Need for Another Torticle?', Law, Liberty and Legislation Conference, University of Canterbury, Christchurch (February 2008).
  • 'Imputed Knowledge in Restitution Claims', Restitution in Commercial Contexts Conference, University of New South Wales, Sydney (August 2007).
  • ‘Lord Justice Scrutton on legal method’, Annual Conference of the Judges of the Supreme Court, Court of Appeal, and High Court, Nelson (May, 2006).
  • ‘The Director’s Duties of Loyalty’, Fiji Law Society, 50th Anniversary Conference, Fiji (May, 2006).
  • ‘Imputed knowledge in Agency Law - Analysis of Waller v Davies’, Society of Legal Scholars, Glasgow (September, 2005).
  • 'Contractual Remedies', the New Zealand Law Society-Continuing Legal Education programme (August, 2005).



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