Westvilla Properties Ltd v Dow Properties Ltd [2010] EWHC 30 (Ch) (15 January 2010)

Westvilla Properties Ltd v Dow Properties Ltd [2010] EWHC 30 (Ch) (15 January 2010)

The contract was not void for uncertainty as the missing plans could be identified from the auction pack and the blank service charge percentage could be filled in as 36% based on the contractual structure and commercial context. Dow was not entitled to rescind the contract as it was not ready, able, and willing to complete on the contractual terms during the notice period.

Citation
[2010] EWHC 30 (Ch)
Parties
Claimant: Westvilla Properties Limited; Defendant: Dow Properties Limited
Jurisdiction
England and Wales
Judgment Date
15 January 2010
Procedural Posture
Chancery Division Contract Dispute / Judgment After Trial
Outcome
Specific performance ordered in favour of Westvilla Properties Limited.
Legal Topics
Specific Performance, Certainty in Contracts, Rectification of Contractual Terms, Service Charge Provisions, Notice to Complete, Rescission of Contract
Contract Law Property Law Specific Performance Certainty in Contracts Rectification of Contractual Terms Service Charge Provisions Notice to Complete Rescission of Contract

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Parties

Westvilla Properties Limited

Claimant

Dow Properties Limited

Defendant

Procedural Posture

Chancery Division Contract Dispute / Judgment After Trial

Legal Issues

  1. 1 Whether the absence of attached plans to the draft lease made the contract void for uncertainty
  2. 2 Whether the blank service charge percentage in the draft lease made the contract void for uncertainty
  3. 3 Whether the defendant validly rescinded the contract based on its notice to complete

Ratio Decidendi

The contract was not void for uncertainty as the missing plans could be identified from the auction pack and the blank service charge percentage could be filled in as 36% based on the contractual structure and commercial context. Dow was not entitled to rescind the contract as it was not ready, able, and willing to complete on the contractual terms during the notice period.

Court Disposition

Specific performance ordered in favour of Westvilla Properties Limited.

Orders

  • Specific performance of the contract for sale and lease as sought by Westvilla.
  • Court to hear counsel on the precise form of order, interest, and costs if not agreed.