|[Home] [Databases] [World Law] [Multidatabase Search] [Help] [Feedback]|
England and Wales High Court (Chancery Division) Decisions
You are here: BAILII >> Databases >> England and Wales High Court (Chancery Division) Decisions >> Coaten v PBS Corporation  EWHC 1781 (Ch) (18 July 2006)
Cite as:  EWHC 1781 (Ch)
[New search] [View without highlighting] [Printable RTF version] [Help]
Strand, London, WC2A 2LL
B e f o r e :
| Michael Coaten
|- and -
Mr T Fancourt QC (instructed by Bircham, Dyson Bell) for the Defendant
Hearing dates: Monday 10th July 2006
Crown Copyright ©
Peter Smith J :
BACKGROUND TO THE AGREEMENT
TERMS OF THE AGREEMENT
"1. In consideration of Mr Coaten guaranteeing the covenants of PBS in a Lease ("the Lease") now or intended shortly hereafter to be entered into by PBS between the Trustees of the Grosvenor Estate and itself of the Ground and First Floor Maisonette at 90 Eaton Place London SW1 ("the Premises") PBS hereby agrees with Mr Coaten as follows:-
(a) (i) PBS will not at any time during the period of twenty one years from the date hereof either:-
(a) enter into any agreement or option to sell or assign the Lease or
(b) sell or assign the Lease
Without first offering the same to Mr Coaten for purchase in manner hereinafter appearing
(ii) in the event of the death of Mr Luis del Campo Bacardi of Principoute deMonaco Bld de Belgique25 Monaco within the said period of twenty one years PBS will offer to sell the Lease to Mr Coaten in manner hereinafter appearing
(b) The price at which PBS will offter the Lease for sale to Mr Coaten shall be the aggregate of:-
(i) the sum of £105,000 and(ii) legal costs and disbursements (including VAT Stamp Duty and Land Registry fees) incurred by PBS on purchase of the Lease(iii) the actual cost incurred by PBS in connecting with the installation of central heating in the Premises (as required by the terms of the Lease) and of other improvements (excluding tenant's fixtures and fitting curtains and carpets) as evidenced by duly receipted invoices
(c) An offer to sell to Mr Coaten ("the sale offer") shall be made in writing and shall specify the sale price calculated in accordance with Clause 1(b) hereof and Mr Coaten shall within four weeks of service of the sale offer give written counter-notice to PBS stating whether or not he wishes to accept such offer
(d) If Mr Coaten states by counter-notice that he does not wish to purchase the Lease or if he fails to serve within the said period a written counter-notice in response to the sale offer then PBS shall be at liberty to sell or assign the Lease to such other purchaser and on such terms as it may think fit and Mr Coaten shall cause to be cancelled or withdrawn any notice or registration made by him at H.M. Land Registry or H.M. Land Charges Registry to protect the rights hereby granted
(e) The service by Mr Coaten of a counter-notice accepting th sale offer shall constitute a contract for sale and purchase made between the parties. The terms of the National Conditions of Sale then current shall apply to such sale and purchaser. Subject to any agreement to the contrary between the parties the sale and purchase shall be completed and the purchase price shall be paid and vacant possession of the property shall be given upon the date which is four weeks after service of the said counter-notice".
CONTRACTS FOR SALE OF LAND
"2 (1) A contract for sale or other disposition of an interest in land can only be made in writing and only by incorporating all the terms which the parties have expressly agreed in one document or, where contracts are exchanged, in each.
(2) The terms may be incorporated in a document either by being set out in it or by reference to some other document.
(3) The document incorporating the terms or, where contracts are exchanged, one of the documents incorporating them (but not necessarily the same one) must be signed by or on behalf of each party to the contract……..
(7) Nothing in this section shall apply in relation to contracts made before this section comes into force".
CONSTRUCTION OF THE AGREEMENT