Davey & Anor v Lombard Asset Management (Bahamas) Ltd [2006] EWCA Civ 1543 (12 October 2006)

Davey & Anor v Lombard Asset Management (Bahamas) Ltd [2006] EWCA Civ 1543 (12 October 2006)

Clause 12(b) of the contract, requiring the purchaser to warrant VAT registration at completion, was a condition precedent. The purchaser's inability to give the warranty on the contractual completion date entitled the vendor to delay completion and claim compensation for default. The vendor was not obliged to waive the requirement or rely solely on indemnity provisions.

Citation
[2006] EWCA Civ 1543
Parties
Claimant/respondent: Davey & Anr; Defendant/appellant: Lombard Asset Management (Bahamas) Limited
Jurisdiction
England and Wales
Judgment Date
12 October 2006
Procedural Posture
Civil Appeal / Appeal From Central London County Court, Final Judgment
Outcome
Appeal dismissed
Legal Topics
Construction of Contract Terms, Condition Precedent, VAT on Property Transactions, Delay in Completion, Compensation for Default
Contract Law Property Law Construction of Contract Terms Condition Precedent VAT on Property Transactions Delay in Completion Compensation for Default

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Parties

Davey & Anr

Claimant/respondent

Lombard Asset Management (Bahamas) Limited

Defendant/appellant

Procedural Posture

Civil Appeal / Appeal From Central London County Court, Final Judgment

Legal Issues

  1. 1 Whether the purchaser was able to give the warranty required under clause 12(b) of the contract on the contractual date of completion
  2. 2 Whether the vendor was entitled to delay completion until the purchaser was registered for VAT
  3. 3 Whether the delay constituted default under the contract

Ratio Decidendi

Clause 12(b) of the contract, requiring the purchaser to warrant VAT registration at completion, was a condition precedent. The purchaser's inability to give the warranty on the contractual completion date entitled the vendor to delay completion and claim compensation for default. The vendor was not obliged to waive the requirement or rely solely on indemnity provisions.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed
  • Judgment for respondents for just under £10,000 plus interest