Berkeley Community Villages Ltd & Anor v Pullen & Ors [2007] EWHC 1330 (Ch) (07 June 2007)

Berkeley Community Villages Ltd & Anor v Pullen & Ors [2007] EWHC 1330 (Ch) (07 June 2007)

On the true construction of the Agreement, there is no express or implied term preventing the Defendants from selling or disposing of the land prior to the grant of planning consent. The Agreement contemplates the possibility of sale or disposal without triggering the Claimants' fee unless the sale is pursuant to the terms of the Agreement. The absence of an express restriction, the structure of the fee mechanism, and the deletion of restrictive provisions from earlier drafts all support the conclusion that the Defendants are not contractually restrained from selling. The Claimants' remedy, if any, lies in a claim for a reasonable fee in restitution, not in an injunction or declaration...

Citation
[2007] EWHC 1330 (Ch)
Parties
Claimant: Berkeley Community Villages Limited; Claimant: Berkeley Group PLC; Defendant: Fred Daniel Pullen; Defendant: Kathleen Marguerite Pullen; Defendant: Alan John Pullen
Jurisdiction
England and Wales
Judgment Date
07 June 2007
Procedural Posture
Chancery Division Contract Dispute / Final Judgment After Expedited Trial
Outcome
Claim dismissed; counterclaim allowed.
Legal Topics
Interpretation of Contracts, Implied Terms, Restrictive Covenants, Planning Agreements, Restitution
Contract Law Property Law Interpretation of Contracts Implied Terms Restrictive Covenants Planning Agreements Restitution

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Parties

Berkeley Community Villages Limited

Claimant

Berkeley Group PLC

Claimant

Fred Daniel Pullen

Defendant

Kathleen Marguerite Pullen

Defendant

Alan John Pullen

Defendant

Procedural Posture

Chancery Division Contract Dispute / Final Judgment After Expedited Trial

Legal Issues

  1. 1 Whether the Defendants are contractually restricted from selling or disposing of the land prior to the grant of planning consent under the Agreement.
  2. 2 Whether such a restriction is to be implied into the Agreement.
  3. 3 Whether a sale by the Defendants would constitute an actual or anticipatory breach of the Agreement.

Ratio Decidendi

On the true construction of the Agreement, there is no express or implied term preventing the Defendants from selling or disposing of the land prior to the grant of planning consent. The Agreement contemplates the possibility of sale or disposal without triggering the Claimants' fee unless the sale is pursuant to the terms of the Agreement. The absence of an express restriction, the structure of the fee mechanism, and the deletion of restrictive provisions from earlier drafts all support the conclusion that the Defendants are not contractually restrained from selling. The Claimants' remedy, if any, lies in a claim for a reasonable fee in restitution, not in an injunction or declaration...

Court Disposition

Claim dismissed; counterclaim allowed.

Orders

  • Declaration that there is no express or implied restriction upon the Defendants' entitlement to sell or otherwise dispose of their interest in the land prior to the grant of planning consent.
  • Claimants' application for injunction refused.