The parties had concluded a contract for the sale of land and a business. The court considered a purported waiver of a non-compete clause, saying: ‘if there is any doubt whether [the provisions of the contract in issue] are binding upon the vendors, and the purchaser waives them, what have the vendors to complain of?’ and ‘the purchaser . . is at liberty to relinquish [those provisions]’. However, a clause may be so inextricably mixed up with other parts of the transaction that it cannot be severed.
Lopes LJ said that ‘it is perfectly clear that they are provisions intended solely for the benefit of the purchaser; the purchaser, therefore, is at liberty to relinquish them and, if he does so, it is immaterial whether he could have successfully insisted on them’.
Judges:
Lindley LJ, Lopes LJ
Citations:
[1892] 3 Ch 359
Jurisdiction:
England and Wales
Cited by:
Cited – Heron Garage Properties Ltd v Moss 1974
A contract for the sale of land was conditional on obtaining planning permission. It was not granted. The purchaser sought to enforce the contract.
Held: He failed. Brightman J said: ‘Without seeking to define the precise limits within which a . .
Cited – Irwin v Wilson and Others ChD 23-Feb-2011
The claimant sought a declaration that his contract for the sale of leasehold property to the defendants had been lawfully terminated by a letter from his solicitors. The defendants had moved in before completion, but the claimant found himself . .
Lists of cited by and citing cases may be incomplete.
Land
Updated: 07 October 2022; Ref: scu.430314