A contract for the sale of land by a charity was expressed to be subject to and conditional upon the grant of a consent before 31 March 1982 and if consent was not granted before that date then the contract was to be ‘null and void and of no further effect’. The plaintiffs registered an estate contract. The defendants, charity trustees, sought on a motion to have the registration vacated. It had been argued: ‘On that footing [that there was no unconditional contract], the question is whether the contract is a conditional contract which is registrable as an estate contract. [Counsel] contended that it was not, for a variety of reasons. First, the contract was void, or at least ineffective, because it had been made without the approval of the Charity Commissioners. Second, even if initially it was valid, it had come to an end because the Charity Commissioners had refused to approve it. Third, even if it continued to exist as a valid conditional contract, such contracts were not registrable as estate contracts.’
Held: The motion was refused. In addressing the submissions, the court reviewed the authorities and: ‘In the present case, the effect of the exchange of letters in March 1980 was that clause 2.1 of the contract operated to make all the provisions of the contract, apart from the opening words, clause 1, and clause 2.1 itself, ‘subject to and conditional upon’ the Charity Commissioners making an order under section 29 of the Charities Act 1960, authorising the governors to enter into and complete both the contract and the leases. There is a curious element of circularity here: the parties enter into an agreement that nearly all the agreement is subject to an order being made authorising the governors to do what they have done, namely, enter into the agreement. But looking at the substance, it seems plain to me that it is the Michael Richards case [1975] 3 All ER 416 that applies rather than the Milner case [1956] Ch 275, so that I do not think that the contract is invalidated by section 29(1) of the Charities Act 1960.’
Judges:
Sir Robert Megarry V-C
Citations:
[1982] 3 All ER 525, [1982] 1 WLR 1109
Jurisdiction:
England and Wales
Citing:
Cited – Milner v Staffordshire Congregational Union (Inc) ChD 1956
The plaintiff had contracted to buy land from a charity. The consent of the Charity Commissioners had not been obtained, but the contract was not conditional on such consent. When the charity trustess realised that consent was required they told the . .
Cited – Manchester Diocesan Council for Education v Commercial and General Investments Ltd 1969
The school governors were required to obtain consent before selling land formerly used as a school.
Held: The court rejected a submission that that consent was a necessary pre-requisite for a contract could be made at all: ‘Reliance is placed . .
Cited – Michael Richards Properties Ltd v Corporation of Wardens of St Saviour’s Parish Southwark 1975
Property was offered for sale by tender. The tender documents contained all the detailed terms upon which the contract was to be based. The successful tender was accepted by letter, but by mistake the secretary who typed it typed in the words . .
Cited by:
Cited – Bayoumi v Women’s Total Abstinence Union Ltd and Another CA 5-Nov-2003
A charity entered into a contract for the sale of land. It failed to comply with the requirements under the Act. The purchaser assigned the benefit of the contract, to the claimant who sought to enforce the contract.
Held: The section only . .
Lists of cited by and citing cases may be incomplete.
Land, Charity
Updated: 10 May 2022; Ref: scu.235722