The owner sought specific performance of its contract to sell land to the defendant. The land was subject to a proposed lease which the defendant had concluded was uncertain and unattractive, and claimed to have rescinded the contract.
Held: Specific performance was ordered in favour of the seller. Vos J said: ‘The question is what a reasonable person having all the background knowledge which would have been available to the parties would have understood them to have meant the percentage to be, judged from the language they used. It may be, of course, that a reasonable person could simply not have known, even relying upon the appropriate factual matrix, which I have already held to have included the material in the auction pack. In that event, the Contract would indeed be too uncertain to be enforced, and notwithstanding the Court’s reluctance to reach such a conclusion, it would be driven to it in this case.’ In this case the issue was whether there was an obvious set of words which might properly correct the contract. There was. It was clear that a figure representing a percentage of the service charge had been omitted by mistake.
However, applying Quadrangle, the purchase had not been ready willing and able to complete during the period after the service of the notice to complete, and therefore was unable to exercise any right to rescind.
Vos J
[2010] EWHC 30 (Ch), [2010] 2 P and CR 19, [2010] 2 P and CR DG4
Bailii
England and Wales
Citing:
Cited – Brown v Gould 1972
A lease of business premises contained an option to renew the lease and provided for any such new lease: ‘to be for a further term of 21 years at a rent to be fixed having regard to the market value of the premises at the time of exercising this . .
Cited – Investors Compensation Scheme Ltd v West Bromwich Building Society HL 19-Jun-1997
Account taken of circumstances wihout ambiguity
The respondent gave advice on home income plans. The individual claimants had assigned their initial claims to the scheme, but later sought also to have their mortgages in favour of the respondent set aside.
Held: Investors having once . .
Cited – Ogilvie v Foljambe 25-Jul-1817
Sir William Grant said: ‘The subject-matter of the agreement is left, indeed, to be ascertained by extrinsic evidence; and, for that purpose, such evidence may be received. The defendant speaks of ‘Mr Ogilvie’s house’ . . and parol evidence has . .
Cited – Plant v Bourne CA 1897
Parol evidence was admitted to identify the 24 acres of land that had been agreed to be sold. It was clear that there was a contract. Its object were the 24 freehold acres of land which the parties had discussed. All evidence to identify the land . .
Cited – Quadrangle Development and Construction Co Ltd v Jenner CA 1974
A Notice to Complete binds both parties to a land contract.
Buckley LJ said that the party giving the notice must be ready and willing at the time of the giving of the notice to fulfill his own outstanding obligations under the contract, and . .
Cited – Chartbrook Ltd v Persimmon Homes Ltd and Others HL 1-Jul-2009
Mutual Knowledge admissible to construe contract
The parties had entered into a development contract in respect of a site in Wandsworth, under which balancing compensation was to be paid. They disagreed as to its calculation. Persimmon sought rectification to reflect the negotiations.
Held: . .
Cited – Trustees In the Charity of Sir John Morden v Mayrick; Graham v Mayrick CA 12-Jan-2007
The claimant had owned tracts of land in London for very many years, but the title deeds had been lost. The defendant had purchased a part from a company who had in turn purchased from the claimants, but the parties disputed an adjacent strip of . .
Lists of cited by and citing cases may be incomplete.
Land, Contract
Updated: 01 November 2021; Ref: scu.392993