Background
Praetor Investments (the Claimant) placed two plots of land—Wildacres View and Fairview Corner—in an auction on 15 October 2025. Transport House Developments Ltd and its director Chhotahal Chhaya (the Defendants) contracted to purchase the plots on 14 October 2025 for £700,000 and £200,000 respectively. The Defendants paid deposits but shortly thereafter indicated inability to complete. The Claimant accelerated the completion date to 21 October and served notice to complete on 21 October. The Defendants did not complete. The Claimant initially sued for specific performance but, after selling both plots to third parties, sought to retain the deposits and recover damages equal to the price differential.
Critically, the Claimant was not the legal owner of the plots. It held them under a separate contract (the “Top Contract”) with the actual owner, which required any buyer to enter into a “Deed of Covenant” restricting disposals of the property during a defined period. The auction contract disclosed this obligation but contained no draft deed and was ambiguous about whether the Defendants had to execute it.
The Court’s Holding
Deputy Master Dew held that the Claimant was not “ready, willing and able” to complete the contracts when it served the notice to complete or on the completion date. A party who serves a notice to complete must be ready, willing and able at that time; failure to meet this requirement constitutes repudiatory breach. Here, conveying title to the Defendants without their having executed the required Deed of Covenant would put the Claimant in breach of its own Top Contract with the seller. The Claimant cannot be ready, willing and able to do something if doing it would expose itself to breach of a third-party contractual obligation.
The Claimant’s arguments failed: Special Condition 11, which required the Defendants to pay costs of any deed, did not obligate them to enter into it. Special Condition 7.2, which prevented objection based on non-registration or the Top Contract’s incompletion, did not prevent objection based on the Claimant’s own breach. The theoretical possibility of executing the deed after completion does not remedy the Claimant’s lack of readiness at the moment of notice and on the completion date.
The Claimant’s repudiatory breach entitled the Defendants to rescind. Accordingly, the Claimant’s claims were dismissed, the Defendants’ applications for summary judgment were allowed, and the Defendants recovered their deposits plus interest. The Deputy Master declined to award damages for Wildacres or to determine damages for Fairview on the amended claim.
Key Takeaways
- A seller serving a notice to complete must be ready, willing and able to perform; a seller in breach of obligations to third parties cannot satisfy this requirement.
- Ambiguous contractual provisions requiring a buyer to perform acts beneficial to a third party must be clearly stated; cost-bearing clauses do not alone impose substantive performance obligations.
- Unilateral contractual powers to accelerate completion dates with minimal notice may constitute unusually onerous terms requiring express disclosure in commercial property contracts.
- Penalty clauses for non-completion must be proportionate to the innocent party’s legitimate interests and remain subject to challenge on summary judgment.
Why It Matters
This judgment reinforces the principle that a seller cannot be ready, willing and able to convey title if doing so would breach obligations to third parties. Sellers and auction houses must carefully ensure that obligations under upstream contracts (such as overage deeds or restrictive covenants) are compatible with the terms offered to buyers. The ruling also signals judicial skepticism toward contractual provisions that give sellers unilateral power to curtail completion periods with minimal notice, especially where such provisions are not transparently disclosed. Such terms may fail as unusually onerous even in commercial transactions.
For property practitioners, the case highlights the importance of expressly allocating obligations to execute restrictive deeds, providing draft deeds to buyers in advance, and clearly disclosing any provisions that grant sellers power to accelerate completion. Failure to do so risks rendering the seller unable to satisfy the “ready, willing and able” requirement and exposes the seller to claims for repudiatory breach.