Melanie Jane Wheatland & Anor v CL SPV 1 Ltd

A claim for specific performance of a land-sale contract is not inherently unsuitable for the Civil Procedure Rules 1998 Part 8 procedure. The relevant question is whether the claim is unlikely to involve a substantial dispute of fact.

Specific performance normally remains available where the claimant was ready, able and willing to complete at the contractual date and remains ready and willing at the date of the order. Delay caused by the defendant does not ordinarily justify refusing relief or reducing the price. A contractual sum remains enforceable where surrounding references merely explain its calculation.

The claimants sought specific performance of a written contract for the sale of freehold land for £2.8 million. The defendant failed to complete, relying on uncertainty about compliance with a contractual condition requiring simultaneous execution of a deed of variation and issue of a planning decision notice.

By the hearing, planning permission had been renewed and a new section 106 agreement had been completed. The defendant contended that the contract required variation or rectification, that revised planning obligations increased its costs, that the claimants had not remained ready, able and willing throughout, and that the Part 8 procedure was unsuitable, particularly for damages.

1. Specific performance granted. The claimants were ready, able and willing to complete on 23 February 2024. The documentary evidence showed that the local authority had confirmed that it could execute the deed of variation and issue the planning decision notice on that date. The defendant was therefore in breach by failing to complete.
2. The contractual requirement that completion funds be sent in advance to the sellers’ solicitors, to be held to order pending completion, was unusual as a matter of conveyancing practice but was neither legally impossible nor a reason to refuse completion.
3. The reference in the definition of the Buyer’s Contribution to the section 106 agreement was explanatory. The operative obligation was payment of the fixed sum of £7,016.61. The later replacement of the section 106 agreement did not require rectification or variation, and the court was not concerned with how the agreed price had been calculated.
4. Changes to the planning permission and any increased compliance costs resulted from the defendant’s delay. They therefore provided no basis for refusing specific performance or ordering an abatement. Any possible counterclaim based on an alleged duty concerning the revised permission was unsupported by the evidence.
5. The claimants needed to be ready and willing to complete at the date of the order, rather than demonstrate that they had remained so at every point since the contractual completion date. It would be inequitable to deny relief where the intervening delay was the defendant’s fault. The claimants remained able to complete.
6. The specific-performance issues could be determined on written evidence under Part 8 because they did not involve a substantial dispute of fact. The damages claim was unsuitable for determination at a Part 8 disposal hearing. The proceedings were to be transferred to the county court for determination of damages, with consequential directions to be settled.

First-instance decision. The judgment records an earlier disposal hearing on 4 April 2025, at which the proceedings were adjourned to allow a renewed planning application. No appellate decision is stated.