Thomas & Anor v GT Pryce (Farms) Ltd

An auction contract for land is construed by identifying the parcel described in the contract, including precise references to survey numbers, acreage and plans. An inaccurate narrative description, such as describing land as pasture or placing buildings in the wrong field, yields to those precise identifiers. A purchaser may retain land falling within the contractual description even if it was not expected. Rectification requires convincing evidence of a common continuing intention about the altered terms, communicated between the parties before execution and continuing until execution. A vendor’s uncommunicated intention, a later registration, or an imperfect physical boundary cannot establish that intention.

Thomas & Anor v GT Pryce (Farms) Ltd concerned the sale at auction of agricultural land in two lots. The particulars described buildings as being in Lot I, but identified Lot II by reference to several Ordnance Survey fields, acreage and an attached plan. The purchaser bid for Lot II and later discovered that the buildings were physically situated in field OS 3634, which was included in Lot II by those identifiers.

The vendor had conveyed the buildings and adjoining land to the purchaser of Lot I. The recorder construed the contract as excluding the buildings and ordered specific performance on that basis. The purchaser appealed. The vendor cross-appealed, seeking rectification to reflect an alleged common intention. The central issues were the proper construction of the auction contract and whether rectification was available.

1. Appeal and cross-appeal. The appeal was allowed. The cross-appeal seeking rectification was dismissed.
2. Construction. The contract described Lot II by reference to the whole of OS 3634, the stated acreage and the plan. Those features showed that the purchaser bought the whole of that field. The auction particulars’ description of Lot II as permanent pasture, and their mistaken statement that the buildings were in OS 1726, could not qualify the precise parcel identifiers. The purchasers were entitled to the resulting windfall.
3. The auction particulars stated that descriptions were given without responsibility and that intending purchasers should not rely on statements of fact. The purchaser could nevertheless rely on the land being defined by the stated Ordnance Survey numbers and acreage. The absence of an express access provision did not support exclusion of the buildings, since condition 3.4.2 of the Standard Conditions of Sale provided reciprocal rights over land sold simultaneously.
4. Boundaries. The general boundaries rule permitted the whole of the buildings, including a small triangular strip, to be excluded from Lot I where the mapped boundary crossed part of a building. It did not permit the boundary to be treated as looping around the buildings so as to remove the land on which they stood from OS 3634.
5. Rectification. Rectification required convincing evidence of a common continuing intention as to the actual boundary, communicated between the parties before execution and continuing until execution. No such intention was established. The vendor’s intended boundary had not been implemented, there was no effective fence along the pleaded line, the purchasers intended to buy the land described in the particulars, and there had been no relevant communication between the parties. The later registration of the Lot I purchaser’s title could not establish the contractual intention or govern construction.
6. The relevant parts of the county court order were set aside. Land outside title SL149305 was to be transferred to the appellants with an abatement of the price. Costs were awarded to the appellants, and the trial costs were remitted to the county court.

• Court of Appeal (Civil Division): In [2005] EWCA Civ 1111, the appeal was allowed, the cross-appeal was dismissed, and the substantive order was varied.
• Telford County Court: On 27 July 2004, Mrs Recorder Wilson construed the contract as excluding the disputed buildings and land and ordered specific performance on that basis.