Berkeley Community Villages Ltd & Anor v Pullen & Ors

Berkeley Community Villages Ltd & Anor v Pullen & Ors

The Agreement, properly construed, imposes express obligations on the Defendants (in particular, paragraphs 2, 7, 8, and 33 of the Third Schedule) not to act in a way that would prejudice the Claimants' ability to achieve planning consent and earn their fee. A sale of the land at this stage would breach these obligations, including the obligation of utmost good faith, and is not permitted by the Agreement. There is no entitlement to a quantum meruit or restitutionary fee in these circumstances. If the express good faith obligation is insufficient, a term restricting sale is implied to give business efficacy to the Agreement.

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
Civil (contractual Dispute) / Judgment After Expedited Trial and Interlocutory Injunction
Outcome
Claim allowed; Defendants restrained from selling or disposing of the land in breach of the Agreement.
Legal Topics
Interpretation of Contracts, Implied Terms, Good Faith in Contracts, Restrictive Covenants, Remedies (injunction)
Contract Law Property Law Interpretation of Contracts Implied Terms Good Faith in Contracts Restrictive Covenants Remedies (injunction)

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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

Civil (contractual Dispute) / Judgment After Expedited Trial and Interlocutory Injunction

Legal Issues

  1. 1 Whether the Defendants are contractually restricted from selling or disposing of land subject to the Agreement prior to the grant of planning consent or expiry of the Agreement
  2. 2 Whether the Agreement contains express or implied terms restricting sale/disposal
  3. 3 Whether a sale would breach obligations of good faith or other express/implied terms

Ratio Decidendi

The Agreement, properly construed, imposes express obligations on the Defendants (in particular, paragraphs 2, 7, 8, and 33 of the Third Schedule) not to act in a way that would prejudice the Claimants' ability to achieve planning consent and earn their fee. A sale of the land at this stage would breach these obligations, including the obligation of utmost good faith, and is not permitted by the Agreement. There is no entitlement to a quantum meruit or restitutionary fee in these circumstances. If the express good faith obligation is insufficient, a term restricting sale is implied to give business efficacy to the Agreement.

Court Disposition

Claim allowed; Defendants restrained from selling or disposing of the land in breach of the Agreement.

Orders

  • Injunction to restrain the Defendants from selling or otherwise disposing of any estate or interest in the land the subject of the Agreement during the period covered by the Agreement.
  • Declaration that such a sale would be in breach of the Agreement.