Keay & Anor v Morris Homes (West Midlands) Ltd

Keay & Anor v Morris Homes (West Midlands) Ltd

Section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 requires all expressly agreed terms of a contract for the sale or disposition of land (including variations) to be incorporated in a written, signed document. If an oral term (such as the works obligation) is an express term of the variation, its omission renders the variation void and the term unenforceable. Completion of the land elements does not revive or validate omitted terms. The issue of whether the works obligation was collateral or a term of the variation is a factual matter for trial, not summary judgment.

Parties
Claimant/respondent: David Norma Keay; Claimant/respondent: Linda Mary Keay; Defendant/appellant: Morris Homes (West Midlands) Limited
Jurisdiction
England and Wales
Judgment Date
11 July 2012
Procedural Posture
Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal
Outcome
Appeal allowed in part; summary judgment and declaration set aside; issue to be determined at trial.
Legal Topics
Section 2 Law of Property (miscellaneous Provisions) Act 1989, Oral Agreements and Enforceability, Variation of Contracts for Sale of Land, Collateral Agreements, Summary Judgment, Executory Contracts, Effect of Non Compliance With Statutory Formalities
Contract Law Property Law Section 2 Law of Property (miscellaneous Provisions) Act 1989 Oral Agreements and Enforceability Variation of Contracts for Sale of Land Collateral Agreements Summary Judgment Executory Contracts +1 more

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Parties

David Norma Keay

Claimant/respondent

Linda Mary Keay

Claimant/respondent

Morris Homes (West Midlands) Limited

Defendant/appellant

Procedural Posture

Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal

Legal Issues

  1. 1 Does section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 render void an alleged oral agreement to promptly progress building works, purportedly collateral to a supplemental agreement varying a land sale contract?
  2. 2 Is the oral 'works obligation' a collateral agreement outside the scope of section 2, or an express term required to be incorporated in a written, signed document?
  3. 3 Does the completion of the land elements of a void contract revive or validate omitted terms under the so-called 'Tootal point'?

Ratio Decidendi

Section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 requires all expressly agreed terms of a contract for the sale or disposition of land (including variations) to be incorporated in a written, signed document. If an oral term (such as the works obligation) is an express term of the variation, its omission renders the variation void and the term unenforceable. Completion of the land elements does not revive or validate omitted terms. The issue of whether the works obligation was collateral or a term of the variation is a factual matter for trial, not summary judgment.

Court Disposition

Appeal allowed in part; summary judgment and declaration set aside; issue to be determined at trial.

Orders

  • Set aside the fourth recital to, and the declaration in paragraph 1 of, the judge’s order.
  • Dismiss the Keays’ application notice dated 5 January 2011.