North Eastern Properties Ltd v Coleman & Anor

North Eastern Properties Ltd v Coleman & Anor

The 2% finders fee agreement was not a term of the sale contracts but a separate collateral agreement. The entire agreement clause in each contract confirms this separation. Therefore, the contracts are not void under section 2 of the 1989 Act. The notice to complete specifying ten working days was unreasonable and did not validly make time of the essence for completion of construction. The appellants were not entitled to rescind the contracts.

Parties
Claimant/respondent: North Eastern Properties Limited; Defendant/appellant: Damien Coleman; Defendant/appellant: Patrick Quinn
Jurisdiction
England and Wales
Judgment Date
19 March 2010
Procedural Posture
Civil Appeal / Judgment on Appeal
Outcome
Appeal dismissed
Legal Topics
Specific Performance, Section 2 Law of Property (miscellaneous Provisions) Act 1989, Entire Agreement Clause, Rescission, Vendor and Purchaser Dispute
Contract Law Property Law Specific Performance Section 2 Law of Property (miscellaneous Provisions) Act 1989 Entire Agreement Clause Rescission Vendor and Purchaser Dispute

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Parties

North Eastern Properties Limited

Claimant/respondent

Damien Coleman

Defendant/appellant

Patrick Quinn

Defendant/appellant

Procedural Posture

Civil Appeal / Judgment on Appeal

Legal Issues

  1. 1 Whether the omission of the 2% finders fee from the written contracts renders them void under section 2 of the Law of Property (Miscellaneous Provisions) Act 1989
  2. 2 Whether the appellants validly rescinded the contracts by notice due to delay in completion of the property

Ratio Decidendi

The 2% finders fee agreement was not a term of the sale contracts but a separate collateral agreement. The entire agreement clause in each contract confirms this separation. Therefore, the contracts are not void under section 2 of the 1989 Act. The notice to complete specifying ten working days was unreasonable and did not validly make time of the essence for completion of construction. The appellants were not entitled to rescind the contracts.

Court Disposition

Appeal dismissed

Orders

  • Specific performance order upheld
  • Respondent ordered to pay the 2% finders fee counterclaimed by appellants with interest