Sale of grocery and post-office business–Contract broken by defendant–Claim for rectification not made out–Contract terminated for defendant’s breach–Inquiry into profits defendant might have made had the business not been closed down while he was in possession
This was a
claim by Mr Jagin Singh Dhillon and Mr Dalep Singh Dhillon, both of 59 William
Street, Grays, Essex, against Mr Jagir Singh Dhillon, of 3 Grovelands Way,
Grays, for termination of a contract of sale of 59 William Street dated January
28 1973 on the ground of breach thereof by the defendant. By counterclaim, the
defendant sought rectification of the contract and specific performance of it
as rectified.
D Rice
(instructed by Simpson Millar) appeared for the plaintiffs, and A Norris
(instructed by David Parry & Co, of Grays Thurrock) represented the
defendant.
Giving
judgment, FOSTER J said that all the parties were Sikhs, much evidence was
given through interpreters, and there was a violent conflict of evidence on
almost every point. The plaintiffs, who were brothers, owned the freehold of 59
William Street and in 1972 they were running a business there, the first
plaintiff looking after the post office side of the enterprise and the second
plaintiff the grocery side. In February 1972 they took the defendant into the
business. In June 1972 they wanted to sell and offered the defendant the chance
of buying. He was willing, and on January 28 1973, at a special meeting of the
local Sikh community, a written agreement for sale of the property was signed
by each of the parties and by several friends. The defendant now said that what
was then signed did not accurately reflect what was agreed. The plaintiffs
denied this. They stood on the terms of the agreement, which were (inter
alia) that the defendant was to pay for half the stock, defray half the
monthly mortgage repayments and have a half-share in the business as a partner.
The defendant accepted the term as to the mortgage repayments, but rejected the
provision concerning the stock, saying that he would be willing to pay his half
of that only when the agreement was put into legal form by a solicitor.
The present
position was as follows. Since June 1972 the defendant had been in possession
of the premises, and the business had closed. On his side, the defendant had
given the plaintiffs a cheque for £1,000 towards the purchase-price of the
property and business, but this was dishonoured. There were attempts by
solicitors to embody the terms of the agreement in a draft contract for sale of
the property and business, but these were inconclusive. Then there came a
meeting of the parties and friends of the Sikh community to assist in the
dispute. The meeting took up to three hours, and the terms of a settlement were
almost agreed, the only disputed matter being the amount of the monthly instalments
by which the defendant had to pay off the arrears due in respect of the
purchase-price. In fact the defendant did soon after begin making payments of
the required instalments, with which he contended he was to be credited on
completion. On the whole of the evidence, he (Foster J) had come to the
conclusion that the contract of January 28 1973 did reflect the agreement made
by the parties; that accordingly the defendant’s plea of rectification had no
basis; and that the defendant was in breach of the contract he had made, which
was in consequence to be treated as terminated. There would be an order for
possession of the property and an inquiry as to the amount to which the
plaintiffs might be entitled in respect of the profits that could have been
made by the defendant. The counterclaim would be dismissed, and the defendant
would pay the costs.
