Edwin M Hughes v La Baia Limited (Anguilla)

An agreement for sale may assign equitable interests in land, or expectancies close to becoming transmissible interests, even where legal title is held by an administrator. A volunteer who takes registered title remains bound by subsisting equitable interests. Limitation provisions excluding claims for specific performance and other equitable relief do not bar such a claim, although delay may engage laches. The relevant inquiry considers the delay, its extent, its reasons and its consequences. The Aliens Land Holding Regulation Act does not itself prevent specific performance. Contractual rights remain between the parties, while forfeiture is a matter for the Crown and is neither automatic nor mandatory.

La Baia Limited claimed specific performance of agreements under which land in Anguilla had been sold and the purchase price paid. No alien landholding licence had been obtained, and the registered title was later transferred to Edwin Hughes, who was not a purchaser for value. The High Court ordered specific performance and granted a final injunction. The Court of Appeal of the Eastern Caribbean Supreme Court (Anguilla) upheld that result in a single judgment with which the other members concurred. The appeal concerned the validity and effect of the agreements, Hughes’s registered title, limitation and laches, the effect of the Aliens Land Holding Regulation Act, and the admission of fresh evidence. The central issue was whether specific performance could properly be ordered despite the delay and absence of an alien landholding licence.

1. Disposition. The Board advised Her Majesty that the appeal should be dismissed. The parties were given 14 days to make written submissions on costs. The application to admit fresh evidence was refused.
2. Validity and equitable interests. The second agreement affirmed the first and, through clauses (B) and (C), operated as a disposition or contract to dispose of the sellers’ equitable interests, following payment of the purchase price. The Board distinguished Commissioner of Stamp Duties (Queensland) v Livingston [1965] AC 694, 707, because the present estate had probably been fully administered apart from vesting the land. The land was therefore likely held for the beneficiaries, or their expectancies were sufficiently close to transmissible interests to be assignable in equity for value, applying Tailby v Official Receiver (1888) 13 App Cas 523, 543. Re King [1964] Ch 542 was left as a possible written-assent qualification. Re Leigh [1970] Ch 277, p 292, did not assist the appellant because of its unusual facts.
3. Registered title and limitation. Hughes was not a purchaser for value. His registered title therefore did not protect him from subsisting equitable interests under section 23(c) of the Registered Land Act. Section 3(7) of the Limitation Act excluded the claim for specific performance and other equitable relief from the ordinary six-year period. Delay remained relevant through laches. Adopting the approach in P & O Nedlloyd BV v Arab Metals Co (No 2) [2007] 1 WLR 2288, the Board asked whether, having regard to the delay, its extent, its reasons and its consequences, relief would be inequitable. Hughes had not discharged that burden.
4. Alien landholding legislation. Young v Bess [1995] 1 WLR 350 established that forfeiture under comparable legislation was not automatic. The Board held that Equipment Rental and Services Ltd v Texaco (West Indies) Ltd Civil Appeal No. 16 of 1997 correctly stated the applicable principle: alien landholding legislation does not alter contractual relations, and forfeiture rights belong to the State rather than private parties. The absence of a licence was therefore no public-policy bar to specific performance.
5. Fresh evidence. The affidavits did not satisfy the first and second conditions in Ladd v Marshall [1954] 1 WLR 1489, 1491. Evidence concerning the prospects of obtaining a licence was not particularly relevant and was not determinative of whether specific performance should be ordered.

• Privy Council: In [2011] UKPC 9, dismissed the appeal and upheld the orders for specific performance and a final injunction.
• Court of Appeal of the Eastern Caribbean Supreme Court (Anguilla): Heard the appeal on 25 March 2009 and gave judgment on 11 January 2010. A single judgment upheld the High Court’s conclusions, with which the other members concurred.
• High Court of Anguilla: On 2 June 2006, held that the agreements were binding, the claim was not statute-barred and the Aliens Land Holding Regulation Act did not bar specific performance. Specific performance and a final injunction were ordered.