Micro Design Group Ltd & Anor v BDW Trading Ltd

Micro Design Group Ltd & Anor v BDW Trading Ltd

The deed of overage, properly construed, only requires further payments if improved planning permission is obtained by the buyer. The contractual mechanism and commercial purpose support this interpretation, and to hold otherwise would require impermissibly reading terms into the agreement.

Parties
Appellant: Micro Design Group Ltd & Another; Respondent: BDW Trading Ltd
Jurisdiction
England and Wales
Judgment Date
21 April 2008
Procedural Posture
Civil Appeal / Appeal From Preliminary Issue Determination
Outcome
appeal allowed
Legal Topics
Interpretation of Overage Agreements, Planning Permission, Contractual Construction
Contract Law Property Law Interpretation of Overage Agreements Planning Permission Contractual Construction

Case Brief

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Parties

Micro Design Group Ltd & Another

Appellant

BDW Trading Ltd

Respondent

Procedural Posture

Civil Appeal / Appeal From Preliminary Issue Determination

Legal Issues

  1. 1 Whether, on the true construction of the deed of overage, further payment obligations arise when improved planning permission is obtained by the seller rather than the buyer.

Ratio Decidendi

The deed of overage, properly construed, only requires further payments if improved planning permission is obtained by the buyer. The contractual mechanism and commercial purpose support this interpretation, and to hold otherwise would require impermissibly reading terms into the agreement.

Court Disposition

appeal allowed

Orders

  • Preliminary issue answered in favour of the buyer; seller not entitled to payment under the deed of overage on the facts as found.