Dooba Developments Ltd v McLagan Investments Ltd [2016] EWHC 2944 (Ch)
Dooba Developments Ltd v McLagan Investments Ltd [2016] EWHC 2944 (Ch)
Dooba Developments Ltd and McLagan Investments Ltd (Asda) entered into a £12 million sale and purchase agreement conditional on the satisfaction of four conditions relating to planning permission and consent to undertake highway works in connection with the proposed development of the site for the construction of an Asda Superstore.
Asda purported to exercise a contractual right to rescind the agreement on the ground that Dooba failed to satisfy the four conditions by the Longstop Date (23 July 2014). Dooba brought these proceedings for a declaration that Asda’s notice of rescission was invalid and that the agreement has become unconditional. The proceedings raise numerous issues as to whether each of the four conditions has been satisfied. However, Asda applied for summary judgment on the ground that there was no real prospect of Dooba succeeding in establishing that one of the conditions (“the Highway Condition”) was satisfied by the Longstop Date and that under the contractual right to rescind, it was sufficient if any of the conditions remained unsatisfied at the Longstop Date.
Asda succeeded before the Master on both points. Dooba appealed against the Master’s decision on the second of these questions of construction. David Halpern QC, sitting as a Deputy High Court Judge, accepted Dooba’s construction of the provision conferring the right to rescind, namely that the right arose only if all four conditions were undischarged on the Longstop Date.
The case must now go to trial in relation to Asda’s arguments in respect of the other three conditions. If any one of them was satisfied by the Longstop Date, on the basis of the Deputy Judge’s decision, Asda was not entitled to rescind the agreement.
Nicholas Dowding QC and Adam Rosenthal acted for Dooba, the successful appellants.
The judgment can be found here
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