A purchase had been made conditional on the renewal of certain leases. Accordingly the successful negotiation of those renewals with a third party had been made a condition of the contract. The consequences of failure had been spelt out in detail. All depended upon the true construction of the agreement in question. Until the condition was purified, there was no contract of sale to be completed.
Held: In the absence of any contrary indication, a date fixed by a contract subject to a condition precedent, for performance of a duty must be strictly adhered to, and the time allowed is not to be extended by reference to equitable principles.
Lord Jenkins said: ‘But, subject to this overriding consideration, their Lordships would adopt, as warranted by authority and manifestly reasonable in themselves, the following general principles: (i) Where a condition or contract of sale fixes a date for the completion of the sale, then the condition must be fulfilled by that date; (ii) where a condition or contract of sale fixes no date for completion of the sale, then the condition must be fulfilled within a reasonable time; (iii) where a condition or contract of sale fixes (whether specifically or by reference to the date fixed for completion) the date by which the condition is to be fulfilled, then the date so fixed must be strictly adhered to, and the time allowed is not to be extended by reference to equitable principles.’
Judges:
Lord Jenkins
Citations:
[1960] AC 115, [1959] 3 All ER 910 (PC)
Jurisdiction:
Commonwealth
Cited by:
Cited – Valentines Properties Limited and (Valentines Restaurant and Bar (NZ) Limited v Huntco Corporation Limited and Steeple Transport Holdings (1993 Limited PC 29-Mar-2001
PC (New Zealand) A conditional agreement had been reached for the development of land. There was a disagreement as to the fulfilment of the conditions. The local authority approved arrangements of the . .
Cited – Lorde (Administratrix of the Estate of Desmond Cave, Deceased) v The Transport Board PC 29-Mar-2001
(Barbados) The parties had contracted to construct a restaurant. It was claimed that a condition of the contract requiring approval of planning conditions imposed was not fulfilled.
Held: When the contract had been made, the clause was . .
Lists of cited by and citing cases may be incomplete.
Contract
Updated: 25 November 2022; Ref: scu.193601