Williams v Greatrex

JurisdictionEngland & Wales
JudgeLORD JUSTICE DENNING,LORD JUSTICE HODSON,LORD JUSTICE MORRIS
Judgment Date29 October 1956
Judgment citation (vLex)[1956] EWCA Civ J1029-2
Date29 October 1956
CourtCourt of Appeal

[1956] EWCA Civ J1029-2

In The Supreme Court of Judicature

Court of Appeal

Before

Lord Justice Denning

Lord Justice Hodson and

Lord Justice Morris

Between
Harold Jack Williams
Plaintiff, Respondent
and
Reginald Greatrex
Defendant, Appellant

Mr. D. MEURIG EVANS and Mr. DAVID HOWELLS (instructed by Messrs. Rhys Roberts & Co., Agents for Messrs. 3. Garelick & Co., Cardiff) appeared on behalf of the Appellant Defendant.

Mr. DAVID PENNANT (instructed by Messrs. Myer Cohen & Co.) appeared on behalf of the Respondent Plaintiff.

LORD JUSTICE DENNING
1

This is an action for the specific performance of a contract made ton years ago. Ten years is a very long time to wait before bringing an action for specific performance, and we met closely examine the facts to see whether the claim should sow be admitted.

2

On the 28th May of 1946 Mr. Reginald Greatrex owned a considerable area of land then part of a fare called Walters Farm at Barry. It was proposed to develop it in 34 plots for building purposes. A builder, Mr Harold Jack Williams, had built two houses on plots numbered 1 and 8. Mr Greatrex agreed to sell to Mr Williams 34 plots over the following two years, including plots 1 and 2 which had already been built upon. We are here concern ad today with plots 3 and 4 only. The regaining 32 plots have gone out of the ease.

3

I must first read the contract of the 28th May, 1946. In clause 1 Mr Greatrex agrees to sell and Mr Williams agrees to buy all the land. Clause 2 provides: "The Purchaser shall erect on the said piece or parcel of land not less than 34 bungalows or houses", and shall pay the vendor In respect of each plot fronting the road £100 and any other plot £80.

4

Clouse 3 is very important: "On notice to the Vendor of the Purchaser's intention to purchase any of the said plots and payment of a deposit of 10% of the purchase price in respect thereof the Vendor will allow the Purchaser to enter on the said plot for the purpose of creating any buildings thereon and on payment or the balance of the purchase money will execute a proper Conveyance to the Purchaser of the said plot but so that the purchase of all the said 34 plots shall be completed within two years from the date hereof."

5

The contract was executed on the 28th May of 1946. Two houses had already been built on plots 1 and 2 and conveyances were duly executed In Juno of that year. Let no Just mention now the remaining history of those plots 1 and 2. Although the conveyances were executed in June of 1946" there was ouch trouble after wards about them. It appeared that there was somediscrepancy in the measurements. The conveyances were sent back to the seller, Mr Greatrax, to have corrections initialed. He refused to do it. Eventually an action had to he brought la the County Court to couple him to hand over conveyances. They were obtained towards the end of the year 1948. Some years later, In 1953, it was discovered that the whole of the land had throughout been subject to a charge In favour of the Bank, The Bank was ready to release these plots 1 and 2 from the charge, but nevertheless the vendor, Mr Greatrex, would not release then. An action had to be brought against him in the Chancery Division to get those two plots released from the charge. That took from 1954 to 1955. Not till then was the position straightened out.

6

Those two plots have only a slight bearing on the ease. They show that the vendor, Mr Greatrex, was a most difficult man, who refused to implement his contracts, as he should have done. Having said that, I put those plots on one side and turn to the plots which concern us particularly, namely, plots 3 and 4.

7

The 28th May, 1946, was the date of the main contract. A few months later, in October of 1946, the purchaser, Mr Williams, through a solicitor, paid a cheque for £20 to the vendor as a deposit on the purchase of plots 3 and 4. By a receipt dated the 11th October, 1946, after dealing with another matter which Is not material here, there is this statement: "Further acknowledgment of receipt of £20 being deposits on purchase of plots 3 and." the cheque was handed over and the receipt given AS there stated. Mr Greatrex, the vendor, never cashed the cheque; he kept It In his pocket; he kept it there I think for some ten years. But that cannot alter the fact that It was received. Thereupon a sub-contract came into being in respect of plots 3 and 4, which I regard as a binding contract,separate from the main contract and sufficient in itself, whereby the vender agreed to allow the purchaser to eater on the said plots for the purpose of erecting any buildings thereon.

8

After the deposit was paid, the purchaser, Mr Williams, entered an plots 3 and 4 and did ouch work. He had already been to great expense in carrying a sever up to the edge of the land – he had made that sewer for the purpose of developing the whole estate – but, in addition, on plots 3 and 4 he put in foundations of a house; he built walls to a height, at the front of some 6 feet, and at the back some 3 feet; and he put a post and wire fence right round the whole plots, 1, 2, 3 and 4; he fenced then in as his own. The cost of the worn on plots 3 and 4 was something in the region of £500. Mr. H.J. Williams had not got a written license from the local authority, but he had an oral intimation from the Surveyor that he could go ahead.

9

Then, In April 1937, there was an important incident, Mr Greatrex, the vendor, whose character I have already indicated, went upon the land and ordered off Mr. H.J. Williams, the purchaser. I will read the Judge's description of it: "0n a Sunday in the early Spring of 1947 – and this, perhaps, is the cost important date in the case – the Defendant came to the land end ordered the Plaintiff off the land, and he said, accompanied with a lot of bad language, that the Plaintiff was not a builder, never had any intention of building on the land and neither the land nor the bungalows belonged to him." The building thereupon stopped; the purchaser did not go on with his building. One reason was because the vendor had shown this antagonistic and obstructive attitude. Another reason (which arose later on) was that building licensees were not granted. There is evidence that the purchaser was applying for licensee as late as July of 1947; but the authorities said they were not prepared to give licensees for the erection of dwellings by private parsons. So the work stopped.

10

Nevertheless the purchaser at long intervals did a few things on the lands towards the end of 1948 he put up a garage and a shed, and there is some evidence that he used the garage; but, apart from that, little or nothing was done for many years until 1955. By that time the position of plots 1 and 2 had been cleared up and the licensing position had become easier. So in 1955 Mr. H.J. Williams entered upon plots 3 and 4 again to do work. He put in a service road with a view to building there again; and he also put in another garage, as the first one had fallen down. then people approached him asking him if they could purchase these plots. In particular, a certain Mr. D. Brimley williams approached Mr. H.J. Williams about it, saw the brickwork which he had done on the plots and wanted to buy this land, Mr. H.J. Williams intimated that there were difficulties about It. So Mr. D.B. Williams, nothing been able to buy it from Mr. H.J. Williams, went along to Mr Greatrex and offered to buy it from him. On the 5th December, 1955, Mr. D.B. Williams entered into a contract with Mr Greatrex whereby Mr Greatrex agreed to sell him these plots 3 and 4 for £450, more than twice as much as the original price in 1946. Having agreed to buy then, he entered on the land and started to pull down some of the brickwork which wee already there. That stirred the original purchaser, Mr. H.J. Williams, into action. In the beginning of 1956 he brought an action for specific performance against Mr Greatrex, asking for a conveyance of these plots 3 and 4. The Court held that he was entitled to specific performance. There is an appeal to this Court.

11

I will deal in order with the points which have been taken in the ease. It la said by Mr Neurig Evans that time was of the essence of the con treat of May 1946, and that if the purchase of any plots was not completed within the two years then stated, then there could be no further claim in respect of any such plots. He said it was a commercial transaction andthat therefore time should be considered of the . I cannot agree to that argument. It seems to me that this was a contract for the purchase of land, in which the parties, through their own common solicitor, put forward the period of two years as their target for completion; but that was, as usual in cases of the sale of land, only a target; it was not a thing which was of the essence of the matter. Our legal procedure is well adapted to meet such a situation. If either all wanted to bring the other up to the mark, all he had to do was to give him reasonable notice requiring him to complete. Neither side did so and therefore time le not by it self a bar to the action.

12

The second point is delay or laches. Mr Meurig Evans said there had been much too much delay to enable Mr H.J. Willams to get specific performance. On this point it is necessary to remember that when the deposit was paid there was a binding contract - binding on Mr Greatrex - whereby he let Mr Williams Into the land for the purpose of erecting the buildings. It was binding even though Mr Greatrex kept the cheque in his pocket. It was a contractual license which Mr Greatrex could not repudiate at will. It created an equity. the purported repudiation by Mr Greatrex in April 1947 was entirely inoperative. He could not renounce a binding contract in that way. Mr. H.J. Willams did not accept the repudiation as a rescission of the contract. He stopped building, but he...

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