Westfields Homes Ltd & Anor v Keay Homes (Windrush) Ltd [2020] EWHC 3368 (Ch) (11 December 2020)

Westfields Homes Ltd & Anor v Keay Homes (Windrush) Ltd [2020] EWHC 3368 (Ch) (11 December 2020)

The Defendant was contractually obliged under Clauses 4 and 6 of the Supplemental Agreement to execute the Revised Deed of Priority and consent to registration of a charge in favour of UTB. The proposed refinancing was in accordance with the spirit of the agreement, both parties acting reasonably and in good faith. The Defendant's refusal was not justified by any breach or lack of information, nor by reasonableness or good faith. Specific performance was appropriate as damages were inadequate.

Citation
[2020] EWHC 3368 (Ch)
Parties
Claimant: Westfields Homes Limited; Claimant: Ivan R Toscani; Defendant: Keay Homes (Windrush) Limited
Jurisdiction
England and Wales
Judgment Date
11 December 2020
Procedural Posture
Part 8 Claim / Trial Judgment
Outcome
Claim allowed
Legal Topics
Specific Performance, Good Faith, Deeds of Priority, Refinancing, Breach of Contract
Contract Law Property Law Equity Specific Performance Good Faith Deeds of Priority Refinancing Breach of Contract

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Parties

Westfields Homes Limited

Claimant

Ivan R Toscani

Claimant

Keay Homes (Windrush) Limited

Defendant

Procedural Posture

Part 8 Claim / Trial Judgment

Legal Issues

  1. 1 Interpretation of 'spirit of the agreement' under Clause 6
  2. 2 Obligation to act in good faith and reasonably under Clauses 4 and 6
  3. 3 Whether Defendant's refusal to consent to refinancing was justified

Ratio Decidendi

The Defendant was contractually obliged under Clauses 4 and 6 of the Supplemental Agreement to execute the Revised Deed of Priority and consent to registration of a charge in favour of UTB. The proposed refinancing was in accordance with the spirit of the agreement, both parties acting reasonably and in good faith. The Defendant's refusal was not justified by any breach or lack of information, nor by reasonableness or good faith. Specific performance was appropriate as damages were inadequate.

Court Disposition

Claim allowed

Orders

  • Defendant to execute forthwith the Revised Deed of Priority to enable Claimants to finance development with UTB
  • Defendant to provide written consent to registration of a charge in favour of UTB on the Property