Millichamp v Jones: 1982

A contract contained a clause 3 with a provision for the option to be exercisable by notice and in clause 5 the provision that ‘upon exercise of the . . option the intending purchasers shall pay to . . stakeholders by way of deposit . .’ Warner J held that payment of the deposit was not a condition precedent failure to fulfil which would prevent a bilateral contract coming into existence and the question was whether it constituted a sufficient breach to entitle the other party to treat that contract as discharged. The Plaintiff was entitled to some indulgence in relation to time as a matter de minimis. The obligation to pay a deposit was a term of the contract not a condition precedent.


Warner J


[1982] 1 WLR 1422, [1983] 1 All ER 267


England and Wales

Cited by:

ApprovedDamon Compania Naviera SA v Hapag-Lloyd International SA ‘The Blankenstein’ CA 1985
The buyers sought to rely on their own failure to pay a deposit to escape from a contract.
Held: They failed. A contract had been entered into by the ‘principals’, though the intention was that upon nomination by them there should be a . .
CitedHaugland Tankers As v RMK Marine Gemi Yapim Sanayii Ve Deniz Tasimaciligi Isletmesi As ComC 9-Mar-2005
An option agreement was granted for the sale of a ship hull. The option was excercised but the defendant claimed the commitment fee required was not paid.
Held: The exercise of an option had to be in the precise terms set out in the contract. . .
Lists of cited by and citing cases may be incomplete.


Updated: 09 May 2022; Ref: scu.223448