Englewood Properties Limited v Patel and Another: ChD 16 Feb 2005

The claimant was a property developer, which sought to sell a row of shops at auction. One lot was a Woolworths store, where the company owned both freehold and leasehold interests, with Woolworths occupying an underlease, which the claimant had purchased and then created a lease back. The underlease contained a covenant not to permit any other fixed price store in the row, and to include similar covenants in any other leases or conveyances. The leaseback contained an appropriate covenant. The defendant were successful at the auction. Their solicitors were refused a reassurance that conveyances of the other shops sold at the auction would comply with the covenant. They refused to complete.
Held: Between exchange and completion, the sellers held the property on trust for the buyers, and had a duty to maintain it in the same conditions as on exchange. That duty did not extend to its management of neighbouring properties, and the defendant was not free to insist upon such covenants or refuse to complete.
Mr Justice Collins Mr Justice Collins
[2005] EWHC 188 (Ch), Times 09-Mar-2005, [2005] 3 All ER 307, [2005] 1 WLR 1961
England and Wales
CitedDowson v Solomon 1859
The defendant had agreed at auction to buy a leasehold house from the trustees for sale under a will. The lease contained a covenant on the lessee to keep the premises insured against fire, with a clause for forfeiture in the event of . .
CitedBelvedere Court Management Ltd v Frogmore Developments Ltd CA 24-Oct-1995
Landlords had sold flats to Frogmore without serving a section 5 notice under the 1987 Act. Prior to receipt of a purchase notice, Frogmore granted certain leases in the block of flats to another party.
Held: The agreements were upheld, and . .
CitedHeronsgate Enterprises Ltd v Harman (Chesham) Ltd CA 21-Jan-1993
The court described the duties of a vendor as trustee of the property after exchange but before completion: ‘It is well-established law that, subject always to the terms of the particular contract, a seller of property under a specifically . .
CitedShaw v Foster HL 14-Mar-1872
As regards the trusteeship which arises for a vendor of land after exchange of contracts: ‘there cannot be any doubt of the relation subsisting in the eye of a Court of Equity between the vendor and the purchaser. The vendor was a trustee of the . .
CitedBerkely v Poulett CA 1977
The court discussed the duties of a vendor to the property between exchange and completion: ‘These duties and rights [of a purchaser] arise from the contract of sale and it is because of their existence that the vendor is said to be a constructive . .
CitedSnook v London and West Riding Investments Ltd CA 1967
Sham requires common intent to create other result
The court considered a claim by a hire-purchase company for the return of a vehicle. The bailee said the agreement was a sham.
Held: The word ‘sham’ should only be used to describe an act or document where the parties have a common intention . .
CitedLysaght v Edwards ChD 20-Mar-1876
The testator had agreed to sell a farm, but died before completion.
Held: The farm passed under a devise of ‘all the real estate which at my death might be vested in me as trustee.’ On the making of contract for the purchase of land, the . .
CitedEgmont v Smith CA 1877
The court discussed the position of a vendor of land between exchange and completion: ‘He is certainly a trustee for the purchaser, a trustee, no doubt, with peculiar duties and liabilities, for it is a fallacy to suppose that every trustee has the . .
CitedIn Re Hamilton-Snowball’s Conveyance 1958
The vendor had received, between contract and completion, compensation for the requisition of the premises.
Held: The vendor under a contract for sale is only a qualified trustee for the purchaser of the premises with vacant possession, . .
CitedClarke v Ramuz CA 9-Jul-1891
The vendor was accused of failing to prevent a trespasser removing soil from land between exchange and completion.
Where a vendor under a contract for sale of land keeps possession until completion and payment of the purchase-money, he is in . .
CitedRayner v Preston CA 8-Apr-1881
The vendors agreed to sell a house which they had insured against fire risk. The house was damaged by fire after contract but before completion, and the issue was whether the purchaser was entitled to the benefit of the insurance.
Held: . .
CitedRaffety v Schofield 1897
Duty of vendor of land between exchange and completion to keep property in reasonable state of repair and as it was when contract was made. . .
CitedKern Corporation Ltd v Walter Reid Trading Pty Ltd 1987
(High Court of Australia) The court discussed the status of the owner of land between exchange and completion on a sale: ‘it is both inaccurate and misleading to speak of the unpaid vendor under an uncompleted contract as a trustee for the purchaser . .
CitedRe Lyne-Stephens and Scott-Miller’s Contract CA 1920
A vendor of a house was entitled to retain the benefits of payments from a tenant made between contract and completion, because the vendor had sold the house but not yet also the benefit of the lease. . .
CitedMusselwhite v CH Musselwhite and Son Ltd ChD 1962
Parties had agreed to transfer shares in a small family company for the payment of a sum of money by way of instalments over a period of time. The agreement provided the transfers of the shares should be executed and that the executed transfers and . .
CitedIn Re Hamilton-Snowball’s Conveyance 1958
The vendor had received, between contract and completion, compensation for the requisition of the premises.
Held: The vendor under a contract for sale is only a qualified trustee for the purchaser of the premises with vacant possession, . .
CitedGolden Bread Co. v Hemmings 1922
Where there was a contract for the sale of premises together with the goodwill of the business carried on from the premises, there was a duty on the vendor not to let the business lapse, and to inform the purchaser with reasonable promptitude of . .
CitedCumberland Consolidated Holdings Limited v Ireland CA 1946
A vendor of a warehouse left in the cellars of a warehouse rubbish including bags of hardened cement which would be difficult to remove, and which affected the value of the property and precluded the proper use of the cellar. The buyer complained . .
CitedPalmer v Goren 1856
The court considered events where a vendor of leasehold land had failed to maintain the insurance pending completion, and in breach of the lease: ‘It is, in fact, the duty of the vendor so to act that nothing done by him prior to the completion of . .
CitedSinclair-Hill v Southcott 1973
There was an unconditional sale of a property to a developer for which the vendor was seeking planning permission. The vendor withdrew his application for planning permission after the contract.
Held: The principle of the vendor’s trusteeship . .
CitedAbdulla v Shah PC 1959
(From Court of Appeal for Eastern Africa) An Act provided that a contract of sale did not create any interest, but the seller was bound to take as much care of the property as an owner of ordinary prudence would take. This standard was the same as . .

Cited by:
CitedNelson v Greening and Sykes (Builders) Ltd CA 18-Dec-2007
The builders had obtained a charging order for the costs awarded to them in extensive litigation, and a third party costs order but without the third party having opportunity to test the bill delivered. They had agreed to sell land to the defendant, . .
CitedScott v Southern Pacific Mortgages Ltd and Others SC 22-Oct-2014
The appellant challenged a sale and rent back transaction. He said that the proposed purchaser had misrepresented the transaction to them. The Court was asked s whether the home owners had interests whose priority was protected by virtue of section . .

These lists may be incomplete.
Updated: 17 July 2021; Ref: scu.223104