The claimants appealed refusal of an order for specific performance of a contract for the purchase of land under the exercise of an option agreement. The defendant had conveyed the land to a subsidiary in order to defeat the option.
Held: ‘The sale by the Brewery to Rochdale was to a genuine company, for a genuine (albeit low) price, and the transaction was carried out overtly for all to see. The true nature of the transaction was precisely what it purports to have been, namely, a transaction which was intended to enable both Brewery and Rochdale to assert and rely on legal rights that would enable them to defeat the claim to enforce the option agreement.’ However there had also been an earlier purported intermediate sale to a third party, but this had not included the option land, and specific performance was ordered.
Judges:
Pill, Sedley, Rimer LJJ
Citations:
[2007] EWCA Civ 1461
Links:
Statutes:
Jurisdiction:
England and Wales
Citing:
Cited – Elliott and H Elliott (Builders) Ltd v Pierson ChD 1948
Harmon J: ‘At law A may contract to sell to B any defined subject matter and can enforce the contract if by the time when he is obliged to do so he has obtained a sufficient interest or can compel other interested parties to concur in the sale. It . .
Cited – Gilford Motor Co Ltd v Horne CA 1933
The defendant was the plaintiff’s former managing director. He was bound by a restrictive covenant after he left them. To avoid the covenant, he formed a company and sought to transact his business through it. At first instance, Farwell J had found . .
Cited – Jones v Lipman and Another ChD 1962
The defendant had contracted to sell his land. He changed his mind, and formed a company of which he was owner and director, transferred the land to the company, and refused to complete. The plaintiff sought relief.
Held: Specific performance . .
Cited – Midland Bank Trust Co Ltd v Green (No 1) HL 11-Dec-1980
A father had granted an option over land to his son, but it had not been registered. The father later tried to frustrate the option by conveying the land to his wife for 500 pounds. The land was worth 40,000 pounds. When the son found out about it, . .
Cited – Trustor Ab v Smallbone and Another (No 2) ChD 30-Mar-2001
Directors of one company fraudulently diverted substantial sums to another company owned by one of them. The defrauded company sought return of the funds, from the company and from the second director on the basis that the corporate veil should be . .
Lists of cited by and citing cases may be incomplete.
Land, Contract
Updated: 13 July 2022; Ref: scu.264477