Home Page > Property Law Library > Property transactions > Notice to complete

Home Page
Contact
Editorial Team

Contract
Deeds
Defective Premises Act
Deposits
Execution
Failure to complete
Fraud
Gifts of land
Guarantees and indemnities
Land registration
Misrepresentation and answers to enquiries
Notice to complete
Options
Overage
Planning obligations
Perpetuities
Positive covenants
Reasonable endeavours
Rent charges
Title
Vendor's lien
Writing - s2 of 1989 Act

Current page






Notice to complete

This page deals with three cases. In the first, the importance of being ready, able and willing to complete oneself before serving a notice to complete is demonstrated. In the second the notice to complete was invalid because the vendor demanded too much. In the third a request to extend time in a telephone conversation did not give rise to an estoppel.

Ready, able and willing

Failure = repudiatory breach

Singh v Sardar Investments Ltd
[2002] EWCA Civ 1706.

A purchaser who serves a notice to complete, thereby making time of the essence for the completion, must be in a position to perform his own contractual obligations as at that date. Failure to do so amounts to a repudiation of the contract. The purchasers did not have the purchase money at the completion date.

Demanding too much

Notices invalid

Oakglade Investments Ltd v Dhand
[2012] EWCA Civ 286

Summary

Notices to complete the purchase of properties were invalid where the sellers were requiring the buyer to pay larger amounts than he was contractually bound to pay.

Facts

The buyer agreed to buy three properties from the sellers at specified prices. The sellers alleged that the parties had orally agreed to increase the price of each property by £10,000. Completion did not take place on the contractual completion date and the sellers served notices to complete at the increased prices. The buyer did not respond. Each party alleged that the other was in repudiatory breach of contract. The buyer subsequently issued proceedings seeking the return of his deposit.

First instance

The trial Judge rejected the sellers’ evidence of the alleged oral agreement, and consequently held that the notices were invalid on the basis that the sellers were not ready, willing and able to complete. Thus the sellers were in repudiatory beach of the agreement and the buyer was entitled to the return of his deposit. The sellers appealed.

Court of Appeal

The appeal was dismissed. The notices to complete were invalid, not only because the sellers were not ready, willing and able to complete, but also, more fundamentally, because the notices related to contracts different to those binding upon the buyer. As LJ Mummery stated at paragraph 29:
    “The focus of the question whether the notices to complete were valid must turn on the object and terms of those notices construed in their contractual setting. The notices required [the buyer] to complete contracts different from the contracts that he had in fact entered into with the [sellers]. That is because the prices that the [sellers] were requiring him to pay for the Properties according to the completion statements, which were followed by the notices, were different from the prices that he had in fact agreed to pay.”

Extension of time

No estoppel

Northstar Land Ltd v Brooks
[2006] EWCA Civ 756

In the mid-afternoon of the day fixed for the completion of the sale, the purchaser's solicitor asked the vendors' solicitor on the telephone whether time for completion could be extended for a week. The vendors' solicitor said that he would take his clients' instructions and revert back. He failed to do so. The purchaser sought to argue that the vendor was estopped from denying that the time for completion had been extended. You will not be surprised to read that the argument failed. The statement, "I will take instructions" is equivocal. So too was the silence that followed


Back to top

If you would like to subscribe to the full monthly update please click below.

Options
Monthly Updates From £207 + VAT (1 year)
(Free for charities and students)