Sale of land — 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clause — Purchasers agreeing to give vendors offer — Offer to be accepted within two months — Offer made and withdrawn — Vendors purported to accept offer — Whether offer could be withdrawn — Action by vendors dismissed
By a conveyance of May 1984, the plaintiffs conveyed land at Church Farm, Bosham, Sussex, to the defendants. Under clause 4 to the conveyance, the defendants, as the 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 been first offered for the sale to the Vendors and (b) the Vendors have refused the offer or failed to accept 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 defendants wrote a letter to the plaintiffs, 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 a letter of September 3 1987. On September 25 1987, the plaintiffs accepted, or purported to accept, the offer to sell. The plaintiffs claimed specific performance of the purported contract and the defendants contended that they were entitled to withdraw their offer and, as the acceptance was made after the offer had been revoked, there was no contract.
Held The plaintiffs’ claim was dismissed.
The elementary principles of offer and acceptance are present and envisaged by the pre-emption clause and the 5th Schedule. The offer was required to be in writing. Having regard to the terms of the 1984 conveyance, the defendants were entitled to withdraw and revoke the offer at any time before its acceptance; but they could not sell to another party during the two month offer period.
Pritchard v Briggs
[1980] Ch 338 considered.
Vivian Chapman (instructed by Swepstone Walsh) appeared for the plaintiffs; and Charles Sparrow QC and James Behrens (instructed by Blake Lapthorn, of Portsmouth) appeared for the defendants.
