Brooke Homes (Bicester) Ltd v Portfolio Property Partners Ltd & Ors [2021] EWHC 3015 (Ch) (11 November 2021)

Brooke Homes (Bicester) Ltd v Portfolio Property Partners Ltd & Ors [2021] EWHC 3015 (Ch) (11 November 2021)

The court held that the Heads of Agreement, Exclusivity Agreement, and Addendum did not constitute a binding and enforceable contract for the sale of land under section 2 of the Law of Property (Miscellaneous Provisions) Act 1989, as essential terms were not sufficiently certain and no concluded contract was reached. No constructive trust or Pallant v Morgan equity arose in favour of BHB. The Defendants' conduct did not amount to actionable misrepresentation or collusion to defeat BHB's rights. BHB was not entitled to specific performance, proprietary remedies, or damages beyond the return of certain payments made under the Addendum.

Citation
[2021] EWHC 3015 (Ch)
Parties
Claimant: Brooke Homes (Bicester) Limited; First Defendant: Portfolio Property Partners Limited; Second Defendant: P3 Eco (Bicester) Himley Limited; Third Defendant: Desiman Limited; Fourth Defendant: Desiman 2 Limited; Fifth Defendant: CFJL Property Partners Limited
Jurisdiction
England and Wales
Judgment Date
11 November 2021
Procedural Posture
Chancery Division Property Trusts and Probate List / Final Judgment After Trial
Outcome
Claim dismissed except for repayment of pre-payments under Addendum
Legal Topics
Specific Performance, Constructive Trusts, Breach of Contract, Misrepresentation, Equitable Compensation, Proprietary Remedies
Property Law Contract Law Equity Specific Performance Constructive Trusts Breach of Contract Misrepresentation Equitable Compensation +1 more

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Parties

Brooke Homes (Bicester) Limited

Claimant

Portfolio Property Partners Limited

First Defendant

P3 Eco (Bicester) Himley Limited

Second Defendant

Desiman Limited

Third Defendant

Desiman 2 Limited

Fourth Defendant

CFJL Property Partners Limited

Fifth Defendant

Procedural Posture

Chancery Division Property Trusts and Probate List / Final Judgment After Trial

Legal Issues

  1. 1 What were the P3 parties' obligations under the Heads of Agreement, Exclusivity Agreement and Addendum?
  2. 2 Are the Agreements still valid and binding?
  3. 3 Did the P3 parties breach the Agreements?

Ratio Decidendi

The court held that the Heads of Agreement, Exclusivity Agreement, and Addendum did not constitute a binding and enforceable contract for the sale of land under section 2 of the Law of Property (Miscellaneous Provisions) Act 1989, as essential terms were not sufficiently certain and no concluded contract was reached. No constructive trust or Pallant v Morgan equity arose in favour of BHB. The Defendants' conduct did not amount to actionable misrepresentation or collusion to defeat BHB's rights. BHB was not entitled to specific performance, proprietary remedies, or damages beyond the return of certain payments made under the Addendum.

Court Disposition

Claim dismissed except for repayment of pre-payments under Addendum

Orders

  • Defendants to repay £1.55 million to Claimant under Addendum agreement within 5 working days of demand
  • All other claims for specific performance, declarations, proprietary remedies, and damages dismissed