Hallman Holding Ltd v Webster and another (Anguilla)
| Jurisdiction | UK Non-devolved |
| Judge | Lord Hodge |
| Judgment Date | 25 January 2016 |
| Neutral Citation | [2016] UKPC 3 |
| Date | 25 January 2016 |
| Docket Number | Appeal No 0103 of 2014 |
| Court | Privy Council |
[2016] UKPC 3
Privy Council
From the Court of Appeal of the Eastern Caribbean Supreme Court (Anguilla)
Lady Hale
Lord Wilson
Lord Hughes
Lord Hodge
Sir Michael Briggs
Appeal No 0103 of 2014
Appellant
Stephen Midwinter William Hare (Instructed by Forbes Hare LLP)
Respondents
Tana'ania Small Davis Kerith Kentish (Instructed by Joyce Kentish & Associates)
Heard on 5 November 2015
This appeal concerns an attempt to enforce an option to purchase land by an application for summary judgment. On 22 March 2013 Master Kimberley Cenac-Phulgence ("the Master") refused to grant summary judgment. The Eastern Caribbean Court of Appeal ("ECCA") upheld her decision in an oral judgment delivered on 3 December 2013. The appellant ("HHL") appeals with the permission of the ECCA.
The land, which is the subject of the agreement containing the option, is approximately 2.5 acres in size and is described as Registration Section East End, Block 99315B, Parcel 71. It lies between land owned by HHL and the sea. The written agreement, dated 30 July 1984, which HHL entered into with the respondents ("the Websters"), narrated that HHL wished to purchase the land and set out the terms succinctly in three clauses. It was agreed:
"1. That the Company [HHL] will enter into immediate possession of the said land for a period of 50 years from the date hereof on the payment of the sum of Forty Thousand Dollars United States Currency (US$40,000.00) (the receipt of which is hereby acknowledged by the Owners [the Websters]).
2. That the Owners will grant to the Company the option to purchase the said land at any time within the said period of 50 years upon the payment of the further sum of Ten thousand dollars United States Currency (US$10,000.00).
3. That the Owners will upon the exercise of the said option cause the said land to be registered in the name of the Company."
HHL promptly paid the initial sum of US$40,000 to obtain possession of the land and has not developed the land since then. In about 2011 HHL decided that it wished to exercise the contractual option to purchase the land but discovered that in 2005 a creditor of the Websters had registered a charge over the land for a debt of US$158,666.66. HHL wishes to force the Websters to disencumber the land.
In a letter to the Websters of 19 August 2011 HHL's attorneys stated that "the Company wishes to acquire and exercise the option to purchase the Property granted by the Option Agreement" and called on the Websters to remove the charge over the land within 28 days. HHL framed its legal claim on the basis that it had not yet exercised the option. There was some doubt whether HHL was asserting that it had exercised the option when the case was argued before the Master, but the position was clarified before the ECCA and confirmed before the Board. It is conceded that HHL has not exercised the option. HHL's decision not to exercise the option before it sought to force the Websters to remove the charge over the land has prevented it from adopting the much simpler course of seeking to enforce a binding contract for the sale of land.
On 19 June 2012 HHL commenced proceedings in the High Court in Anguilla in which it sought an injunction requiring the Websters to remove the charge forthwith and an order requiring them specifically to perform the agreement. HHL averred that it wished to exercise the option and was willing and able to pay the purchase price. On 1 October 2012 HHL applied for summary judgment under rule 15.2 of the Civil Procedure Rules. That rule provides that:
"The court may give summary judgment on the claim or on a particular issue if it considers that the —
(a) claimant has no real prospect of succeeding on the claim or the issue; or
(b) defendant has no real prospect of successfully defending the claim or issue."
HHL asked for summary judgment in the form of:
(i) an order requiring the Websters to cause the removal of the charge from the registered land;
(ii) an order for specific performance of the agreement "for the purposes of the granting of an option to purchase the land";
(iii) a declaration that if the Websters failed to cause the charge to be removed within 14 days, HHL could cause the removal of the charge, tender the purchase price (subject to set off of the costs of the application) and be entered in the Land Registry as the legal owner of the land; and
(iv) a judgment on the Websters' liability for breach of contract with a later hearing to assess damages.
HHL submitted that there was an implied term in the agreement either that the Websters would not part with the land or permit it to become encumbered during the 50 year period of the agreement or, if the land became encumbered, that the Websters would remove the encumbrance once HHL had indicated that it wished and was able to exercise the option.
The Websters' defence, so far as now relevant, was that there was no such implied term and that HHL had not exercised any option. In his supporting affidavit in reply to the application for summary judgment, Mr James Webster asserted that HHL had not exercised the option and that the contested matters should be determined only after a trial.
On 22 March 2013 the Master dismissed the application, holding that there were matters of law and matters of mixed law and fact which could not be dealt with summarily and without a trial and that the defence was neither fanciful nor one with no realistic prospect of success. In para 54 of her judgment she added:
"The mere fact that the claimant and defendants have divergent views on the interpretation of the Agreement seems to suggest that summary judgment is inappropriate at this stage."
Chief Justice Pereira delivered an oral judgment of the ECCA at the end of the hearing on 3 December 2013. She dismissed the appeal, agreeing with the Master that the application raised matters which could not be decided...
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