Adams & Ors v Atlas International Property Services Ltd & Ors

An estate agent who undertakes to provide property-purchase assistance owes the purchaser a contractual duty to exercise reasonable skill and care. A Spanish property lawyer retained to provide conveyancing services must meet the standard of a reasonably competent Spanish property lawyer specialising in transactions for non-resident English-speaking clients. That duty includes warning a purchaser of the risks of paying the price without a transfer deed, proof of good title, or the required security. Deliberate failure to disclose those risks may postpone limitation under section 32 of the Limitation Act 1980. A lawyer who knowingly commits an earlier breach while continuing to act may also owe a later duty to advise the client of the breach or to seek independent advice. Unlawful means conspiracy requires knowledge of the unlawfulness, and damage recoverable for that tort must follow from the unlawful means.

The claimants bought Spanish properties marketed by Atlas International Property Services Ltd or Iberian International Ltd. They paid the purchase prices but did not receive transfer deeds because the developer had mortgaged the properties and became insolvent. The claimants sued the agents and Miguel Ángel Aroca Seiquer, a Spanish property lawyer, alleging negligence, breach of fiduciary duty and unlawful means conspiracy.

The central issues were whether the agents owed contractual duties, when and with what scope Aroca’s retainers arose, whether Aroca breached the applicable professional standard before and after completion, whether the claims were statute-barred, and whether the defendants were liable in conspiracy.

1. Agents. Each agent had agreed to provide services connected with the purchase. The agreement was collateral to the sale contract and required reasonable skill and care. The agents were negligent in failing to warn that no bank guarantee existed, that there was no proof of an unencumbered title, and that the purchasers should not pay without such protection. Judgment was entered against the agents for the purchase-price loss or the cost of securing title, payments to Aroca, and modest damages for distress, inconvenience and loss of amenity.
2. Aroca’s retainer and standard. Each claimant retained Aroca before paying the final instalment. The retainer covered conveyancing generally, not merely registration of title. The contracting party was Sr. Aroca. The applicable standard was that of a reasonably competent Spanish lawyer specialising in property transactions for non-resident English-speaking clients. Delegating meetings to non-lawyers did not reduce that standard.
3. Pre-completion breach and limitation. Aroca knew of the serious risk that the developer could not convey unencumbered title. It was negligent and in breach of fiduciary duty in withholding that information and failing to advise the claimants not to pay. The loss was the value of the property, subject to assessment, or the cost of securing title for those who had mitigated their loss. The deliberate concealment of the relevant duty and breach postponed limitation under section 32 of the Limitation Act 1980.
4. Post-completion breach. Aroca was negligent in failing to explain the continuing risk and in giving unjustified estimates for registration. Because Aroca knew of its deliberate earlier breach, it also owed a later duty to advise the claimants of that breach or to seek independent advice. If the earlier claims were statute-barred, the resulting loss would be the value of those claims.
5. Conspiracy and contributory negligence. The conspiracy claim failed because the claimants did not prove that the agents knew Aroca’s conduct was unlawful. The claimants were not contributorily negligent. Judgment was entered against Sr. Aroca for the assessed property loss or the cost of securing title, payments to Aroca and the stated modest damages. The conspiracy claims were dismissed.