SPS Groundworks & Building Ltd v Mahil [2022] EWHC 371 (QB) (23 February 2022)

SPS Groundworks & Building Ltd v Mahil [2022] EWHC 371 (QB) (23 February 2022)

The vendor's duty of disclosure for defects in title requires specific reference to the defect in the auction particulars or by clear notice; inclusion in the legal pack alone is insufficient. The vendor failed to discharge this duty regarding the Overage Clause, and contractual terms cannot override this equitable obligation. However, the purchaser did not rely on the alleged misrepresentations as an inducement to contract, so the misrepresentation claim fails for want of reliance.

Citation
[2022] EWHC 371
Parties
Claimant/respondent: SPS Groundworks & Building Limited; Defendant/appellant: Ms Satvinder Kaur Mahil
Jurisdiction
England and Wales
Judgment Date
23 February 2022
Procedural Posture
Appeal (high Court, Queen's Bench Division, From County Court) / Judgment on Appeal
Outcome
Appeal allowed in part; judgment for claimant set aside to the extent of the first ground of appeal.
Legal Topics
Disclosure of Defects in Title, Misrepresentation, Auction Sales, Formation of Contract, Pleading Requirements
Property Law Contract Law Equity Disclosure of Defects in Title Misrepresentation Auction Sales Formation of Contract Pleading Requirements

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Parties

SPS Groundworks & Building Limited

Claimant/respondent

Ms Satvinder Kaur Mahil

Defendant/appellant

Procedural Posture

Appeal (high Court, Queen's Bench Division, From County Court) / Judgment on Appeal

Legal Issues

  1. 1 Whether inclusion of a defect in the legal pack satisfies the vendor's duty of disclosure for defects in title at auction
  2. 2 Whether the vendor's representations about development potential were actionable misrepresentations
  3. 3 Whether the purchaser relied on the alleged misrepresentations

Ratio Decidendi

The vendor's duty of disclosure for defects in title requires specific reference to the defect in the auction particulars or by clear notice; inclusion in the legal pack alone is insufficient. The vendor failed to discharge this duty regarding the Overage Clause, and contractual terms cannot override this equitable obligation. However, the purchaser did not rely on the alleged misrepresentations as an inducement to contract, so the misrepresentation claim fails for want of reliance.

Court Disposition

Appeal allowed in part; judgment for claimant set aside to the extent of the first ground of appeal.

Orders

  • The order of the County Court judge is set aside as to the finding that disclosure in the legal pack was sufficient.
  • The matter is remitted for further determination consistent with the appellate judgment.