P & O Overseas Holdings Limited v Rhys Braintree Limited & Anor

Where a land-sale contract fixes completion by reference to the transfer of title to the vendor, the purchaser’s statutory right to require registration or a direct disposition does not necessarily postpone the contractual completion date. A request under section 110(5) of the Land Registration Act 1925 may take any form, but it must be made consistently with the contractual timetable. A contractual obligation to pay interest is not, merely because it may discourage a statutory request, a stipulation contrary to section 110(5). The court may instead treat the purchase price as payable when the vendor was capable of transferring the contracted title under section 37.

The vendors contracted to sell a shopping centre. The agreement provided that completion would occur five working days after the transfer of the property to the relevant vendor, and that interest would run on unpaid sums from the time they became payable.

The transfer to the vendor was executed before the contractual completion date but had not yet been stamped or registered. The purchaser requested compliance with section 110(5) of the Land Registration Act 1925 and declined to complete. The Chancery Division granted summary judgment for specific performance and held that interest ran from the contractual completion date. The appeal concerned whether the purchase price was then payable despite the unstamped transfer and the section 110(5) request.

1. The appeal was dismissed unanimously. The balance of the purchase price was payable on the contractual Braintree Completion Date, and interest accrued from that date.
2. An unstamped document forming a link in title may ordinarily justify refusal to complete. That principle was supported by Whiting v Loomes (1881) 17 ChD 10, Re Spollon and Long’s Contract [1936] 1 Ch 713 and the dictum in Parinv (Hatfield) Ltd v IRC [1998] STC 305. The contractual terms, however, altered its application.
3. Clause 4.10.3 expressly required the transfer to the vendor to be stamped, but specified neither a time for stamping nor that it had to occur before completion. The commercial context showed that five working days was unlikely to suffice. The obligation was therefore not required to be performed before the Braintree Completion Date.
4. A request under section 110(5) need only be a request and need not be made by formal requisition. The request cannot, however, be made on the completion date in a manner inconsistent with the agreed timetable for approval of the transfer. The purchaser’s request was therefore too late to postpone payment.
5. The court rejected the argument that the interest provision was a stipulation contrary to section 110(5). Interest was not linked to, or triggered by, the request. Consistently with Urban Manor Ltd v Sadiq [1997] 1 WLR 1016, the contractual interest obligation remained effective.
6. In any event, the vendor was capable of transferring the title contracted for under section 37 of the Land Registration Act 1925. The balance was consequently payable notwithstanding the request under section 110(5). The order was made in the agreed terms.

• Court of Appeal (Civil Division): Appeal from summary judgment granted by Lawrence Collins J on 5 July 2001. The appeal was dismissed.
• Chancery Division: Summary judgment for specific performance, including interest on the unpaid balance from 27 September 2000.