Middlebank Ltd v. The University Of Dundee & Anor [2006] ScotCS CSOH_202 (28 December 2006)

Middlebank Ltd v. The University Of Dundee & Anor [2006] ScotCS CSOH_202 (28 December 2006)

The contract, as contained in the missive letters of 10 and 11 March 2004, did not include the ground floor and basement premises at 2, 2A, 4, and 8 Perth Road. The wording referred only to the upper flats at 6 and 12 Perth Road, as supported by the system of postal addresses and the property particulars. Deleted terms and extrinsic documents not incorporated into the final missives could not alter this interpretation.

Citation
[2006] ScotCS CSOH_202
Parties
Pursuer: Middlebank Limited; First Defender: The University of Dundee; Second Defender: The Keeper of the Registers of Scotland
Jurisdiction
Scotland
Judgment Date
28 December 2006
Procedural Posture
Civil (property/contract Dispute) / Debate on Relevancy (pleas in Law) and Counterclaim
Outcome
Declarator granted in favour of first defenders (University of Dundee) that the contract did not oblige them to sell or dispone the ground floor and basement premises at 2, 2A, 4, and 8 Perth Road.
Legal Topics
Interpretation of Missives, Sale of Heritable Property, Construction of Contracts, Use of Extrinsic Evidence, Surrounding Circumstances in Contract Interpretation
Property Law Contract Law Interpretation of Missives Sale of Heritable Property Construction of Contracts Use of Extrinsic Evidence Surrounding Circumstances in Contract Interpretation

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Parties

Middlebank Limited

Pursuer

The University of Dundee

First Defender

The Keeper of the Registers of Scotland

Second Defender

Procedural Posture

Civil (property/contract Dispute) / Debate on Relevancy (pleas in Law) and Counterclaim

Legal Issues

  1. 1 Whether the contract (missives) for sale included ground floor and basement premises at 2, 2A, 4, and 8 Perth Road, Dundee, or was confined to upper flats at 6 and 12 Perth Road.
  2. 2 Whether extrinsic evidence and surrounding circumstances could alter the interpretation of the missives.

Ratio Decidendi

The contract, as contained in the missive letters of 10 and 11 March 2004, did not include the ground floor and basement premises at 2, 2A, 4, and 8 Perth Road. The wording referred only to the upper flats at 6 and 12 Perth Road, as supported by the system of postal addresses and the property particulars. Deleted terms and extrinsic documents not incorporated into the final missives could not alter this interpretation.

Court Disposition

Declarator granted in favour of first defenders (University of Dundee) that the contract did not oblige them to sell or dispone the ground floor and basement premises at 2, 2A, 4, and 8 Perth Road.

Orders

  • Repel pursuers' first plea in law in answers to counterclaim (challenge to relevancy).
  • Sustain first defenders' plea in law to relevancy of answers to counterclaim.