Owen Ernest Wood & Ors v Hudson Industrial Services Ltd

Where a deed contains an imprecise verbal description and an annexed plan stated to be for identification only, the plan is not automatically excluded. The verbal description generally prevails where it identifies the land’s limits with adequate precision. Otherwise, the court may use the plan and admissible surrounding circumstances, applying the objective question of what a reasonable lay person would think they were buying. Subjective intentions remain inadmissible. Prior negotiations and communications are generally excluded when construing the final document, even where they illuminate the dispute. Relevant circumstances known to the parties, including topography, language and the plan’s representation, may nevertheless be considered.

Hudson Industrial Services Ltd applied for first registration of several areas of land at Slip Farm after acquiring parts of the property from David Wood, who had received land under a deed of gift from his parents. Mr and Mrs Morgan objected, relying on the deed’s description of approximately one acre, whereas its annexed plan delineated about 3¼ acres.

HHJ Purle QC, in the High Court of Justice, Chancery Division, declared that the deed conveyed the larger area and directed registration of four parcels: [2011] EWHC 2152 (Ch). The appeal concerned the proper construction of the mismatch between the parcels clause and the identification plan, and whether the surrounding circumstances could identify the intended parcel.

Appeal allowed; order set aside; action dismissed. Lord Justice Mummery gave the judgment, with Mr Justice Henderson and Dame Janet Smith agreeing.

1. A parcels clause generally prevails over an annexed plan stated to be for identification only where the verbal description identifies the land’s limits with adequate precision. The court approved the general approach described in Strachey v Ramage [2008] 2 P2CR 8, but held that the restriction on using the plan did not apply where the verbal description failed to identify the location and boundaries.
2. Here, the plan did not identify which one-acre area within the larger red-edged block was intended. The appropriate approach was therefore objective. The court had to consider the surrounding circumstances, including the topography, the language of the deed and the plan’s representation, and ask what a reasonable lay person would think they were buying.
3. Evidence of the parties’ subjective intentions was inadmissible. The general exclusionary rule also applied to prior negotiations and communications used to infer the meaning of the final document. The court followed Prenn v Simmonds [1971] 1 WLR 1381 and applied the explanation in Chartbrook Limited v Persimmon Homes Limited [2009] UKHL 38; [2009] 1 AC 1101. Chartbrook had not displaced that exclusionary rule.
4. The rule did not exclude all relevant surrounding circumstances known to the parties. The physical separation of the yard from adjoining areas, its size of 1.09 acres, the absence of another plausible candidate, its use for David’s business and his planning application for a larger building all pointed to the yard as the intended parcel.
5. The judge below had failed to consider that admissible evidence and had consequently adopted the wrong construction. The order declaring that 3¼ acres had been conveyed was set aside and the action was dismissed.

• Court of Appeal (Civil Division): In [2012] EWCA Civ 599, the appeal was allowed, the High Court order was set aside and the action was dismissed.
• High Court of Justice, Chancery Division: HHJ Purle QC declared that the deed conveyed approximately 3¼ acres and directed registration of four parcels: [2011] EWHC 2152 (Ch).