England and Wales Case Law

Wey Bridging Finance Limited v Adam Wayne Marlow & Anor

The court found that the 2019 Facility was valid, supported by consideration, free from duress, unconscionable dealing, or unfair relationship, and enforceable against Mr Marlow. The Option agreement was breached by LFL granting leases with rights of way, constituting a substantial breach, and was validly terminated, entitling the Claimant as assignee to recover the sums paid.

Source excerpt

• Loan facility agreements
• Economic duress
• Unconscionable bargains
• Unfair relationship under consumer credit act
• Option agreements
• Assignment of claims

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B5 Ltd v Yusuf Vural

The Tribunal read implied terms into an option agreement over rebuilt restaurant premises, but held B5 Ltd had not used all reasonable endeavours to obtain consent.

• Option agreements
• Implied terms
• Landlord and tenant
• Unilateral notice
• Land registration
• Option-agreements

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B5 Ltd v Vural (OPTION AGREEMENT - unilateral notice - construction of agreement - implied terms)

B5 Ltd v Vural (OPTION AGREEMENT - unilateral notice - construction of agreement - implied terms) [2026] UKFTT 12 (PC) (05 December 2025)

The Tribunal refused to cancel a unilateral notice protecting an option agreement, holding that implied terms did not displace the notice and that the applicant had not used all reasonable endeavours.

• Option agreements
• Implied terms
• Landlord consent
• Unilateral notice
• Business tenancy
• Option-agreements

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Nationwide Property Developments Ltd v Egbunike (Option agreement - option granted as part of an agreement for respondent to sell applicant's property at a reserve price whilst providing an immediate substantial advance - advance not forthcoming - monetary figures not inserted - whether or not the option is still on foot)

Nationwide Property Developments Ltd v Egbunike (Option agreement - option granted as part of an agreement for respondent to sell applicant's property at a reserve price whilst providing an immediate substantial advance - advance not forthcoming - monetary figures not inserted - whether or not the option is still on foot) [2025] UKFTT 1454 (PC) (17 November 2025)

The tribunal held that the option agreement had fallen away after the applicant failed to provide the promised advance, so no restriction or notice could protect it.

• Option agreements
• Unilateral notice
• Restriction on title
• Enforceability of contracts
• Breach of contract
• Option-agreements

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Nationwide Property Developments Ltd v Oseka Egbunike

The tribunal held that a property option failed after the applicant did not advance the promised funds, so the option could not be protected by notice or restriction.

• Option agreements
• Unilateral notice
• Restriction on title
• Enforceability of contracts
• Fundamental breach
• Option-agreements

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Lomax & Anor v Dimelow & Anor

Lomax & Anor v Dimelow & Anor [2024] EWHC 3625 (TCC) (05 November 2024)

A trial over two land option agreements found no binding oral price agreement, upheld the expert valuation process, and dismissed claims for specific performance.

• Option agreements
• Specific performance
• Expert determination
• Estoppel
• Breach of contract
• Land valuation

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Aymes International Limited v Nutrition4U BV & Ors

The Court of Appeal held that option consideration was not included in “Turnover” under a share option agreement, and allowed the appeal on that ground.

• Interpretation of contracts
• Share purchase agreements
• Option agreements
• Specific performance
• Declaratory relief
• Contract-interpretation

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Aymes International Ltd v Nutrition4u BV & Ors

Aymes International Ltd v Nutrition4u BV & Ors [2024] EWCA Civ 1259 (23 October 2024)

The Court of Appeal held that a call option payment was not part of “Turnover” under the agreement, so it could not inflate the share price payable on exercise.

• Interpretation of contracts
• Share purchase agreements
• Option agreements
• Specific performance
• Declaratory relief
• Contract-interpretation

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Aymes International Limited v Nutrition4U BV & Ors

Permission to appeal is refused because none of the proposed grounds have a real prospect of success; the court's construction of the option agreement was correct, and the issues raised regarding cross-examination and credibility would not affect the outcome. On costs, neither party was wholly successful; the claimant succeeded on specific performance but failed on the key issue of consideration. The just order is that each of the claimant and first defendant pay half of the opposing party’s costs, subject to detailed assessment.

Source excerpt

• Specific performance
• Option agreements
• Costs orders
• Appeals procedure

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Davinder Bal v Parveen Attri

Compliance with clause 7.5 is not a pre-condition to the exercise of the option; the option agreement’s structure and wording do not make such compliance necessary for business efficacy or as an obvious implication. Clauses 2 to 4 provide a complete code for exercise and completion of the option, and clause 7.5 is not expressed as a condition precedent.

Source excerpt

• Option agreements
• Shareholder agreements
• Contractual interpretation
• Conditions precedent

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