A party sought to enforce a notice exercising a right of pre-emption. The defendant purported to withdraw it.
Held: An offer (once made) can be withdrawn at any time before it has been converted by acceptance into a binding contract.
Mustill LJ said: ‘. . the test for an implied term is not whether it might have been sensible to include such a provision in the contract, but whether the contract will work properly without it. To my mind, the contract will work perfectly well without any provision that the mechanism once started can never be stopped without the vendors’ consent. I would not imply any such term.’ and ‘. . I am not sure that the offer referred to in the Fifth Schedule [of the conveyance in which the right of pre-emption was reserved] really is an offer in the ordinary sense, which to my mind connotes a voluntary invitation by the offeror to the offeree to enter into a contractual relationship. Here the offer is not voluntary in the true sense, for the existing contractual arrangements already required the purchasers to make what is called ‘the offer’, if they were to have the opportunity to sell their land to a third party. I see the ‘offer’ as simply being part of the contractual procedure which must be gone through if the purchasers are to carry out a sale. As such, it is a signal to the vendors that their right of pre-emption has become available, and for the reasons already stated there is nothing in the conveyance to prevent the purchasers from recalling this signal and stopping the procedure in its tracks if the vendors have not already availed themselves of it.’
Judges:
Lord Justice Mustill, Lord Justice Beldam and Lord Justice Leggatt
Citations:
[1992] EGLR 195
Jurisdiction:
England and Wales
Cited by:
Cited – Tiffany Investments Ltd and Another v Bircham and Co Nominees (No 2) Limited and others CA 4-Dec-2003
The tenancy was a long lease at a low rent under the 1954 Act, and so had continuing protection under the 1977 Act whilst occupied by the original tenant. The lease was assigned and registered. It had been conditional upon an application to purchase . .
Lists of cited by and citing cases may be incomplete.
Land, Contract
Updated: 05 August 2022; Ref: scu.192029