Completion Notice in UK Law

Mr. Miani was in no sense the purchasers' agent in this matter; he was a third party as the result of whose intervention the purchasers hoped to escape from their difficulties. In that case his conduct was not, in my judgment, such as to amount to a waiver of the strict requirements of the notice to complete.

Nevertheless in my view the Claimant has failed to show that the Defendant was not ready, able and willing. As I see it Gomba would have been able, within the time reasonably required to do so, to set up the necessary administrative arrangements to enable completion to take place. It seems to me likely that all relevant documents were available other than those required from the directors.

Since the statutory fusion of law and equity in 1875 it has been enacted (Supreme Court of Judicature Act 1873, Section 25 (7) now re-enacted in slightly different language in the Law of Property Act 1925, Section 41) that stipulations of a contract, as to time or otherwise, which according to rules of equity are not deemed to be orto have become of the essence of the contract are also to be construed and have effect at law in accordance with the same rules, The third parties rely on Section 41 on the point of construction.

Repudiation is a drastic conclusion which should only be held to arise in clear cases of a refusal, in a matter going to the root of the contract, to perform contractual obligations.

Why should a party who has not completed in compliance with the terms of a contract he has entered into, be entitled to yet longer time before he can be given notice to perform it?

Under the applicable condition the right to serve a completion notice is given to a party “who is ready, able and willing to complete”. The service of such a notice can be said therefore to carry with it an implicit assertion to that effect. If the truth of that assertion is put in issue, it is not unreasonable to expect the giver to be able to justify it.

So far as concerns repudiatory conduct, the legal test is simply stated, or, as Lord Wilberforce put it, “perspicuous”. It is whether, looking at all the circumstances objectively, that is from the perspective of a reasonable person in the position of the innocent party, the contract breaker has clearly shown an intention to abandon and altogether refuse to perform the contact.