Westfields Homes Ltd & Anor v Keay Homes (Windrush) Ltd

Westfields Homes Ltd & Anor v Keay Homes (Windrush) Ltd

The Defendant was contractually obliged under Clauses 4 and 6 of the Supplemental Agreement to execute the deed of priority and consent to the registration of a first legal charge in favour of UTB. The proposed refinancing was in accordance with the spirit of the agreement, reasonable, and in good faith. The Defendant's refusal was not justified by any breach by the Claimants, nor by any failure to provide information. Damages would not be an adequate remedy; specific performance is appropriate.

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 / Judgment After Trial
Outcome
Claim allowed; specific performance granted
Legal Topics
Specific Performance, Interpretation of Contracts, Good Faith in Contracts, Reasonableness in Contractual Performance, Deeds of Priority, Secured Lending, Remedies for Breach of Contract
Contract Law Property Law Equity Specific Performance Interpretation of Contracts Good Faith in Contracts Reasonableness in Contractual Performance Deeds of Priority +2 more

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Parties

Westfields Homes Limited

Claimant

Ivan R Toscani

Claimant

Keay Homes (Windrush) Limited

Defendant

Procedural Posture

Part 8 Claim / Judgment After Trial

Legal Issues

  1. 1 Proper construction of Clauses 4 and 6 of the Supplemental Agreement regarding consent to refinancing and deeds of priority
  2. 2 Whether the Defendant's refusal to consent to refinancing and execute a deed of priority was justified under the contract
  3. 3 Whether the Claimants breached obligations to provide financial information under the Supplemental Agreement

Ratio Decidendi

The Defendant was contractually obliged under Clauses 4 and 6 of the Supplemental Agreement to execute the deed of priority and consent to the registration of a first legal charge in favour of UTB. The proposed refinancing was in accordance with the spirit of the agreement, reasonable, and in good faith. The Defendant's refusal was not justified by any breach by the Claimants, nor by any failure to provide information. Damages would not be an adequate remedy; specific performance is appropriate.

Court Disposition

Claim allowed; specific performance granted

Orders

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