Henley Developments 211 Limited & Anor v Weston Homes PLC

Henley Developments 211 Limited & Anor v Weston Homes PLC

The express terms of the Agreement, particularly clauses 23.1 and 23.2, manifest a sufficiently clear intention to limit the operation of the Breach of Contract Principle. The Seller’s right to terminate and keep the deposit for breach under clause 23.1 is exhaustive; clause 23.2 allows either party to terminate and recover the deposit unless clause 23.1 has been invoked. The Breach of Contract Principle does not apply to prevent Weston from terminating and recovering the deposit under clause 23.2.1, except where Henley has invoked clause 23.1.1. No implied term is necessary or consistent with the express terms. Summary judgment and return of the deposit were correct.

Parties
Appellant: Henley Developments 211 Ltd; Appellant: Henley Property Investments (UK) LLP; Respondent: Weston Homes PLC
Jurisdiction
England and Wales
Judgment Date
12 May 2025
Procedural Posture
Civil Appeal / Judgment on Appeal
Outcome
appeal dismissed
Legal Topics
Conditional Contracts, Deposit Forfeiture, Breach of Contract, Contractual Interpretation, Implied Terms, Summary Judgment
Contract Law Property Law Conditional Contracts Deposit Forfeiture Breach of Contract Contractual Interpretation Implied Terms Summary Judgment

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Parties

Henley Developments 211 Ltd

Appellant

Henley Property Investments (UK) LLP

Appellant

Weston Homes PLC

Respondent

Procedural Posture

Civil Appeal / Judgment on Appeal

Legal Issues

  1. 1 Whether the Breach of Contract Principle applies to exclude a party from relying on its own breach to terminate a contract and recover a deposit under clauses 23.2 and 23.2.1 of the Agreement
  2. 2 Whether the express terms of the Agreement manifest a sufficiently clear intention to exclude or limit the Breach of Contract Principle
  3. 3 Whether a term should be implied to give effect to the Breach of Contract Principle

Ratio Decidendi

The express terms of the Agreement, particularly clauses 23.1 and 23.2, manifest a sufficiently clear intention to limit the operation of the Breach of Contract Principle. The Seller’s right to terminate and keep the deposit for breach under clause 23.1 is exhaustive; clause 23.2 allows either party to terminate and recover the deposit unless clause 23.1 has been invoked. The Breach of Contract Principle does not apply to prevent Weston from terminating and recovering the deposit under clause 23.2.1, except where Henley has invoked clause 23.1.1. No implied term is necessary or consistent with the express terms. Summary judgment and return of the deposit were correct.

Court Disposition

appeal dismissed

Orders

  • summary judgment upheld
  • return of deposit (£870,000) to Weston Homes PLC