BDW Trading Ltd (t/a Barratt North London) v JM Rowe (Investments) Ltd [2011] EWCA Civ 548 (12 May 2011)

BDW Trading Ltd (t/a Barratt North London) v JM Rowe (Investments) Ltd [2011] EWCA Civ 548 (12 May 2011)

The right to rescind under clause 6.2(vi) was validly exercised by Barratt because the sums due to A&L became payable upon termination of the lease, not upon vacant possession, and Rowe's agreement with A&L to postpone payment did not affect Barratt's rights. The contract expressly limited the circumstances in which the right to rescind could be lost, and did not accommodate a wider 'own wrong' principle. Barratt was not in breach of its obligations at the time of rescission, and Rowe was not entitled to damages as Barratt's breaches did not cause Rowe's failure to pay A&L.

Citation
[2011] EWCA Civ 548
Parties
Claimant/respondent: BDW Trading Limited (T/A Barratt North London); Defendant/appellant: JM Rowe (Investments) Limited
Jurisdiction
England and Wales
Judgment Date
12 May 2011
Procedural Posture
Appeal (civil) / Court of Appeal Judgment on Appeal From High Court (chancery Division)
Outcome
Appeal dismissed
Legal Topics
Construction of Contract Terms, Right to Rescind Contract, Breach of Contract, Damages for Breach, Implied Terms, Assignment of Warranties
Contract Law Property Law Construction of Contract Terms Right to Rescind Contract Breach of Contract Damages for Breach Implied Terms Assignment of Warranties

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Parties

BDW Trading Limited (T/A Barratt North London)

Claimant/respondent

JM Rowe (Investments) Limited

Defendant/appellant

Procedural Posture

Appeal (civil) / Court of Appeal Judgment on Appeal From High Court (chancery Division)

Legal Issues

  1. 1 Whether the right to rescind under clause 6.2(vi) of the contract was validly exercised by Barratt
  2. 2 Whether Barratt was precluded from rescinding due to its own breaches (the 'own wrong' principle)
  3. 3 Whether the payment to A&L was due by the relevant date under the contract

Ratio Decidendi

The right to rescind under clause 6.2(vi) was validly exercised by Barratt because the sums due to A&L became payable upon termination of the lease, not upon vacant possession, and Rowe's agreement with A&L to postpone payment did not affect Barratt's rights. The contract expressly limited the circumstances in which the right to rescind could be lost, and did not accommodate a wider 'own wrong' principle. Barratt was not in breach of its obligations at the time of rescission, and Rowe was not entitled to damages as Barratt's breaches did not cause Rowe's failure to pay A&L.

Court Disposition

Appeal dismissed

Orders

  • Judgment for Barratt (BDW Trading Limited)
  • Rowe's counterclaim for specific performance and damages dismissed