Henley Developments 211 Ltd & Anor v Weston Homes PLC [2025] EWHC 3200 (Ch) (05 December 2025)

Henley Developments 211 Ltd & Anor v Weston Homes PLC [2025] EWHC 3200 (Ch) (05 December 2025)

The express terms of the Agreement, particularly clause 23.2, clearly and unequivocally allow either party to terminate and recover the deposit regardless of whether the party seeking termination is in breach; the Breach of Contract Principle is displaced by the parties' contractual intention.

Citation
[2025] EWHC 3200 (Ch)
Parties
Appellant: Henley Developments 211 Limited; Appellant: Henley Property Investments (UK) LLP; Respondent: Weston Homes PLC
Jurisdiction
England and Wales
Judgment Date
05 December 2025
Procedural Posture
Appeal / Judgment
Outcome
Appeal dismissed
Legal Topics
Conditional Contracts, Deposit Forfeiture, Summary Judgment, Contractual Construction, Implied Terms
Contract Law Property Law Conditional Contracts Deposit Forfeiture Summary Judgment Contractual Construction Implied Terms

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Parties

Henley Developments 211 Limited

Appellant

Henley Property Investments (UK) LLP

Appellant

Weston Homes PLC

Respondent

Procedural Posture

Appeal / Judgment

Legal Issues

  1. 1 Whether the Breach of Contract Principle prevents a party from relying on its own breach to terminate a contract and recover a deposit
  2. 2 Whether the express terms of the Agreement displace the Breach of Contract Principle
  3. 3 Whether a term should be implied to prevent a party from taking advantage of its own breach

Ratio Decidendi

The express terms of the Agreement, particularly clause 23.2, clearly and unequivocally allow either party to terminate and recover the deposit regardless of whether the party seeking termination is in breach; the Breach of Contract Principle is displaced by the parties' contractual intention.

Court Disposition

Appeal dismissed

Orders

  • Summary judgment for Weston Homes PLC
  • Henley Developments 211 Limited and Henley Property Investments (UK) LLP to return deposit of £870,000 to Weston Homes PLC