The vendor had served an invalid notice to complete on the purchaser. When the purchaser did not comply with the notice the vendor purported to terminate the contract by accepting the purchaser’s alleged repudiation. Walton J held that it was in fact the vendor who had repudiated, and that the purchaser was entitled to accept that repudiation and recover damages without having to show that it was at any stage itself RWA to perform its own contractual obligations.
Walton J said: ‘In my judgment, in equity as well as at common law the wrongful repudiation by one party of his obligations under the contract entitles the other to accept such repudiation, and thereby put an end to the contract, and such other is, as a consequence, discharged from performing any conditions precedent which it would otherwise fall upon him to discharge . .
. . There was at all times until, and there was persisted in during, the trial, a wrongful repudiation. It appears to me that in consequence the plaintiffs were never at any time under any obligation to show that they were ‘able’ to perform their part of the contract. ‘Ability,’ in this connection, means arranging the finance, which, under modern conditions, could be done either by arranging a mortgage or a sub-sale, and doubtless there are other methods as well. But they all involve some form of preparation on the part of the person raising the finance; and it appears to me pessimi exempli if the vendor was in a position to say, ‘Because you were not on a particular day ready with your finance, you cannot claim damages against me. True it is that it would have been perfectly useless for you to make the preparations because I told you I was not going to complete, but I can now huff you for having failed to carry out this perfectly useless exercise.’ This is the morality of a game, not of a serious legal contest.’
Judges:
Walton J
Citations:
[1975] Ch 72, [1974] 2 All ER 1169
Jurisdiction:
England and Wales
Cited by:
Cited – Country and Metropolitan Homes Surrey Ltd v Topclaim Ltd 1996
The issue was the proper construction and effect of condition 6.8 of the Standard Conditions of Sale, 2nd edition, in relation to the giving of a notice to complete a contract for the sale of land.
Held: The condition provided exclusively for . .
Cited – Astea (UK) Ltd v Time Group Ltd TCC 9-Apr-2003
The question of whether a reasonable time has been exceeded in performance of a contract is ‘a broad consideration, with the benefit of hindsight, and viewed from the time at which one party contends that a reasonable time for performance has been . .
Lists of cited by and citing cases may be incomplete.
Contract, Land
Updated: 23 November 2022; Ref: scu.223520