Summary

Successful application for summary judgment for specific performance of an agreement for the sale of a shopping centre. On the facts of the present case the vendor was not required to produce a stamped transfer in its favour on completion, from which it followed that the purchaser could not avoid paying interest on the unpaid purchase price from the contractual completion date.

Facts

Appeal by the second defendant purchaser ('Dawnay') from that part of the decision of Lawrence Collins J by which, after giving summary judgment in favour of the claimant ('P&O') on its claim for specific performance of an agreement for the sale by P&O to Dawnay of a retail shopping centre ('the centre'), he ordered that Dawnay pay interest at the contractual rate on the unpaid balance of the purchase price from the contractual completion date of 27 September 2000 until actual completion. On this appeal, Dawnay contended that the judge was wrong to conclude that the purchase ought to have been completed on the contractual completion date, since on that date P&O had not been in a position to produce a stamped transfer in its favour. Dawnay contended that the judge should have held that completion would have been effected on 25 January 2001, being the date on which P&O was registered as proprietor of the centre. The contract for sale of the centre specifically provided that: (i) if the transfer to P&O had not been completed by the contractual completion date then completion should take place five working days after the transfer was completed; and (ii) the transfer to P&O should be stamped by P&O.

Held

1) It was unusual for there to be a stipulation that the vendor should stamp the transfer. (2) It was also to be noted that no time was specified within which the requirement of such stamping had to be satisfied. It would not be justifiable to imply a requirement that the transfer be stamped before completion because if that had been intended there would be no need for the stipulation at all. (3) In all the circumstances, the court was satisfied that the obligation to stamp did not have to be satisfied prior to completion. (4) Although P&O had not been in a position on the contractual completion date to complete in accordance with s.110(5) Land Registration Act 1925, the balance of the purchase price remained payable on that date since P&O was in fact capable of transferring the title that it had contracted to give pursuant to the provisions of s.37 of the Act. It followed that Dawnay was liable to pay interest at the contractual rate from that date.

Appeal dismissed.