Pre-emption clause — Purchasers agreeing to give vendors offer — Offer to be accepted within two months — Offer made and withdrawn — Vendors purported to accept offer — Whether offer could be withdrawn — Appeal by vendors dismissed
By a conveyance of May 1984, the appellants conveyed land at Church Farm, Bosham, Sussex, to the respondents. Under clause 4 of the conveyance, the respondents, as purchasers, covenanted “that no sale or other disposition whatsoever directly or indirectly for value shall be made by the Purchasers … within twenty-one years … unless (a) the freehold has first been offered for the sale to the Vendors and (b) the Vendors have refused the offer or failed to accept it within two months of receiving it”. Schedule 5 to the conveyance provided that if the offer was accepted, the letters of offer and acceptance “shall constitute a binding Contract For Sale and Purchase”.
On July 29 1987 the respondents wrote a letter to the appellants, pursuant to the terms of the 1984 conveyance, offering to sell part of the land. They later changed their minds, and purported to withdraw their offer, by letter of September 3 1987. On September 25 1987, the appellants accepted, or purported to accept, the offer to sell. The appellants’ claim for specific performance of the purported contract was dismissed by His Honour Judge Paul Baker QC, sitting as a judge of the High Court ([1989] EGCS70).
Held The appeal was dismissed.
There was no provision in clause 4 for making any offer irrevocable. There was nothing inherent in the scheme in the conveyance to prevent the respondent’s withdrawing or otherwise cancelling the offer. A term could not be implied that any offer could not be withdrawn — the respondents would not have agreed to fetter themselves and the contract worked without it. The conveyance provided for an offer in the ordinary sense, and the offeror was entitled to withdraw and take a step back.
Pritchard v Briggs
[1980] Ch 338 considered.
Robert Reid QC and Vivian Chapman (instructed by Swepstone Walsh) appeared for the appellants; and Charles Sparrow QC and James Behrens (instructed by Blake Lapthorn, of Portsmouth) appeared for the respondents.
