Park Lane Ventures Ltd v Locke & Anor

A court may act on secondary evidence of a missing private document where the document’s existence is proved, the original is unavailable, and a reasonable search and explanation for its loss are established.

An option to purchase contained in an agreement is not readily treated as subject to an implied condition that the option holder has first performed every other obligation in the same instrument. Specific performance remains discretionary, but is normally granted for contracts concerning land where damages are inadequate, subject to equitable conditions and compensation for material default.

Park Lane Ventures Limited sought specific performance of an option to purchase the defendants’ home. The company relied on a copy of a written option agreement because the original had been lost.

The defendants accepted that an option agreement had been signed but disputed its terms. They contended that it covered only access land, had been terminated by the company’s breaches, and could not be exercised because accommodation works had not been performed. They also claimed damages for delayed works and failure to weatherproof a flank wall.

The central issues were whether the copy accurately proved the agreement, whether the company could exercise the second option, whether specific performance should be granted, and what damages were payable.

1. Secondary evidence. The company proved that the copy option, including the provisions for Parcel B, had been entered into. The original was unavailable after office moves, break-ins, a fire and the company’s entry into administrative receivership. A reasonable explanation for its loss had been established. The court therefore accepted secondary evidence under section 2 of the Law of Property (Miscellaneous Provisions) Act 1989.
2. Construction and alleged breaches. The company’s obligation was to ensure that the accommodation works were carried out, and it had obtained a back-to-back contractual commitment from the Association. Delay did not amount to repudiation or a breach going to the root of the option agreement. The collateral obligation to re-render the flank wall was also insufficiently serious to prevent enforcement.
3. The agreement contained no express condition precedent requiring performance of the accommodation works before exercise of the Parcel B option. The references to prior completion concerned completion of the sale and purchase of Parcel A in the ordinary conveyancing sense. The option was therefore validly exercised.
4. The court applied the discretionary principles governing specific performance. Damages were inadequate because the subject matter was land. The company’s outstanding wall obligation was compensable in damages, and its importance did not make specific performance inequitable. There was no unfair procurement or exceptional personal hardship justifying refusal. The order was nevertheless made conditional on payment of the defendants’ damages.
5. The defendants were awarded general damages of £750 for the delayed accommodation works and £3,500 for discomfort and loss of amenity caused by the unweatherproofed flank wall, together with £250 interest. The total of £4,500 was payable on or before completion.
6. The claim for specific performance succeeded conditionally. A declaration was appropriate as to the existence and terms of the missing agreement. The counterclaim to vacate the caution failed, while the damages counterclaim succeeded to the extent of £4,500.

First-instance decision. No prior appellate decision is stated in the judgment.