GEORGE WIMPEY WEST SCOTLAND LIMITED v. ALAN JOHN HENDERSON [2011] ScotSC 161 (11 October 2011)

GEORGE WIMPEY WEST SCOTLAND LIMITED v. ALAN JOHN HENDERSON [2011] ScotSC 161 (11 October 2011)

The court found that, although the missives were formally concluded, the parties' pre-contractual email correspondence created a collateral agreement or understanding that further negotiations would occur if valuations were significantly below the agreed price, and that the defender would not be penalised if he withdrew after failed negotiations. The pursuers, by their representations, were personally barred from enforcing the missives strictly. The requirements for rectification were not met, but the defender succeeded on personal bar.

Citation
[2011] ScotSC 161
Parties
Pursuer: George Wimpey West Scotland Limited; Defender: Alan John Henderson
Jurisdiction
Scotland
Judgment Date
11 October 2011
Procedural Posture
Civil Commercial Property Dispute / Judgment After Proof Before Answer
Outcome
Defender assoilzied (absolved) from the craves of the Initial Writ; pursuers assoilzied from the counterclaim; questions of expenses reserved.
Legal Topics
Rectification of Contract, Personal Bar (estoppel), Missives of Sale, Collateral Agreements, Interpretation of Contractual Documents
Contract Law Property Law Rectification of Contract Personal Bar (estoppel) Missives of Sale Collateral Agreements Interpretation of Contractual Documents

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Parties

George Wimpey West Scotland Limited

Pursuer

Alan John Henderson

Defender

Procedural Posture

Civil Commercial Property Dispute / Judgment After Proof Before Answer

Legal Issues

  1. 1 Whether the missives constituted the entire contract between the parties or whether collateral agreements existed via email correspondence.
  2. 2 Whether the pursuers are personally barred (estopped) from enforcing the missives as written due to representations made in pre-contractual emails.
  3. 3 Whether the defender is entitled to rectification of the missives to reflect the alleged collateral agreement.

Ratio Decidendi

The court found that, although the missives were formally concluded, the parties' pre-contractual email correspondence created a collateral agreement or understanding that further negotiations would occur if valuations were significantly below the agreed price, and that the defender would not be penalised if he withdrew after failed negotiations. The pursuers, by their representations, were personally barred from enforcing the missives strictly. The requirements for rectification were not met, but the defender succeeded on personal bar.

Court Disposition

Defender assoilzied (absolved) from the craves of the Initial Writ; pursuers assoilzied from the counterclaim; questions of expenses reserved.

Orders

  • Sustains the defender's third plea in law and repels remaining pleas in law in the principal action.
  • Assoilzies the defender from the craves of the Initial Writ.