Vendor conveying land to purchaser and retaining remainder of site – Mutual easements – Road running between purchaser and vendor’s land – Purchaser agreeing to pay for road widening if redeveloping property on its land – Plaintiff and defendant succeeding in title to purchaser and vendor respectively – Whether plaintiff obliged to pay for road to be widened – Whether obligation personal to original vendor and purchaser – Plaintiff found not liable for cost of widening road
In September 1985 the vendor conveyed land to the purchaser and retained the remainder of the site which it owned at Stockport, Greater Manchester. By clause 3 of the conveyance the vendor and the purchaser mutually granted each other a right of way in common, Spine Road, which ran between the land retained by the vendor and the land conveyed to the purchaser. The purchaser was under an obligation to repair the road. By clause 4 of the conveyance it was agreed that, if the purchaser redeveloped the property on its land, it was to widen Spine Road at its own cost so as to form a parking area, and was to grant to the vendor the right to park vehicles upon it. In April 1991 the conveyance was varied by a deed made between the vendor and the purchaser. By clause 5 of the deed if the vendor redeveloped its site before the purchaser, then clause 4 was to cease and to have no further effect. Under the clause ‘redevelop’ was to mean the demolition of at least 90% of the building standing on the purchaser’s or vendor’s site and the subsequent construction thereon.
The plaintiff was the successor in title to the purchaser and the defendant was the successor in title to the vendor. The plaintiff intended to redevelop its land and sought a declaration that the obligations in clause 4 of the conveyance were personal to the original vendor and purchaser and therefore were not binding on the plaintiff as a successor in title. The defendant contended that clause 4 of the conveyance was to be read with clause 3, so that it was part of the terms of the grant of mutual easements, and was automatically annexed to each and every part of the plaintiff’s and the defendant’s respective land by virtue of the section 187 of the Law of Property Act 1925. The defendant further contended that the plaintiff’s obligation under clause 4 to pay for the widening of the road on redevelopment applied during the grant of the easement under clause 3 and that the plaintiff could not take part of the terms of the grant only. It was submitted that although the covenants were positive, they too formed part of the grant and the plaintiff would have only have been able to exercise the mutual right of grant subject to carrying out its obligation to repair.
Held The plaintiff’s application was granted.
As a matter of construction clause 4 was personal to the original purchaser and vendor. That conclusion was not based on the absence of reference to successors in the clause but on the conveyance and deed as a whole. It was of its nature a personal clause and was distinct from the rest of the clauses in the conveyance. Therefore the obligation in clause 4 was not binding on successors in title.
John Furber QC (instructed by Paisner & Co) appeared for the plaintiff; Peter Smith QC (instructed by Gorna & Co, of Manchester) appeared for the defendant.