Portsmouth City Football Club Ltd. v Sellar Properties (Portsmouth) Ltd.

Portsmouth City Football Club Ltd. v Sellar Properties (Portsmouth) Ltd.

The proper construction of the option agreement required that the cost of acquiring the relevant part of Milton Lane from the Council be included in the calculation of the Milton Lane Allowance. Since the sum paid for Milton Lane and the Barwood land was not apportioned by the Council, the court could and should apportion it. On the evidence, the amount attributable to Milton Lane exceeded £1,100,000, so the allowance was nil and the full purchase price of £2,000,000 was payable.

Parties
Claimant/respondent: Portsmouth City Football Club Limited; Defendant/appellant: Sellar Properties (Portsmouth) Limited
Jurisdiction
England and Wales
Judgment Date
18 June 2004
Procedural Posture
Civil Appeal / Court of Appeal Judgment on Appeal From High Court
Outcome
Appeal allowed
Legal Topics
Interpretation of Contracts, Option Agreements, Apportionment of Consideration, Planning Law, Highway Law
Contract Law Property Law Interpretation of Contracts Option Agreements Apportionment of Consideration Planning Law Highway Law

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Parties

Portsmouth City Football Club Limited

Claimant/respondent

Sellar Properties (Portsmouth) Limited

Defendant/appellant

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Appeal From High Court

Legal Issues

  1. 1 Proper construction of an option agreement regarding the deduction of a 'Milton Lane Allowance' from the purchase price for land
  2. 2 Whether the cost of acquiring rights over Milton Lane should be included in the calculation of the allowance
  3. 3 Whether the court can apportion a lump sum paid for multiple parcels of land when the vendor refuses to apportion

Ratio Decidendi

The proper construction of the option agreement required that the cost of acquiring the relevant part of Milton Lane from the Council be included in the calculation of the Milton Lane Allowance. Since the sum paid for Milton Lane and the Barwood land was not apportioned by the Council, the court could and should apportion it. On the evidence, the amount attributable to Milton Lane exceeded £1,100,000, so the allowance was nil and the full purchase price of £2,000,000 was payable.

Court Disposition

Appeal allowed

Orders

  • Order of 18 September 2003 set aside
  • Declaration that the Milton Lane Allowance is nil