Background
Amaal Ventures Limited and Shievon Ventures Limited contracted with Eros Limited in October 2020 for long leases of flats in Mayfair. In an earlier judgment, [2026] EWHC 870 (Ch), the High Court held that the claimants were entitled to specific performance. This further judgment determined the consequential orders required to complete the transactions.
The principal dispute was whether the claimants could deduct approximately £2.569 million from the purchase prices as compensation for late completion under Standard Condition 7.2. Their claim form and particulars had sought specific performance but had neither claimed that compensation nor pleaded the periods of default needed to calculate it. After the main judgment, the claimants applied to amend their particulars.
The Court’s Holding
The court held that a claim for specific performance did not, by itself, encompass the distinct financial remedy of contractual late-completion compensation. Because the pleadings did not give Eros fair notice that such compensation was sought, the claimants could pursue it only with permission to amend.
Permission was refused. The application came after trial and judgment, without an adequate explanation for its extreme lateness. Although refusal prevented the claimants from advancing a claim with a real prospect of success and potentially worth about £2.569 million, Eros had lost the opportunity to evaluate the litigation and settlement risks with that substantial claim in view. The court gave no weight to asserted evidentiary prejudice because any disadvantage concerning evidence of standard contracting practice could be cured by disregarding the claimants’ corresponding argument.
The court nevertheless enforced the contracts. It held that Eros’s post-judgment notices to complete were invalid, declined to discharge the contracts, and directed the surrender of the existing 2024 underleases and grant of new underleases, with completion fixed for 6 October 2026. It also resolved rent, service-charge, interest, and costs issues, and granted the claimants permission to appeal the rulings barring the compensation claim and refusing amendment.
Key Takeaways
- A pleaded request for specific performance does not automatically preserve a separate contractual claim for late-completion compensation; the remedy and its supporting material facts must be identified.
- A post-judgment amendment faces a heavy burden, especially where the applicant offers no adequate explanation and the omission deprived the opponent of a meaningful opportunity to assess settlement and litigation risk.
- The claimants obtained specific performance but could not deduct the disputed late-completion compensation; they were also ordered to pay 35% of Eros’s post-main-judgment costs.
Why It Matters
The decision underscores that pleadings serve not only to identify trial evidence and issues but also to tell an opponent the financial consequences of losing. A substantial contractual monetary claim cannot ordinarily be introduced after judgment merely because it arises under the same agreement as a pleaded specific-performance claim.
The amendment ruling principally turned on extreme lateness, the absence of an adequate explanation, and Eros’s lost opportunity to assess litigation and settlement risks. It did not rest on evidentiary prejudice: the court expressly treated the asserted disadvantage concerning standard-practice evidence as curable and gave it no weight.