Amaal Ventures Limited & Anor v Eros Limited

A distinct contractual claim for late-completion compensation must be identified in the claim form or particulars of claim and supported by the material facts. A claim for specific performance does not, without more, plead that separate financial claim.

A very late amendment may be refused where the applicant has no adequate explanation and the amendment would deprive the opponent of a meaningful opportunity to assess settlement. Once entitlement to specific performance has been determined and the parties are directed to agree its terms, the contract is placed in the hands of the court and notices to complete cannot be served pending the order. Issue-based costs require a suitably circumscribed issue and an overall assessment of justice.

The judgment concerned consequential orders following the Main Judgment, in which the claimants obtained specific performance of contracts for the grant of long leases. The Main Judgment is reported at [2026] EWHC 870 (Ch).

The claimants sought to deduct approximately £2.569 million as late-completion compensation under the contractual standard conditions. The court considered whether that claim was pleaded, whether amendment should be permitted after judgment, the validity of notices to complete, termination, the mechanism for granting the leases, rent and service-charge liabilities, and costs. It also considered the appropriate consequential order and permission to appeal.

1. The claimants could not recover late-completion compensation without amendment. The claim form and particulars sought specific performance but did not identify a distinct claim under SC 7.2 or plead the relevant periods of default. The court applied the pleading principles in Palmer v Lark [1945] 1 Ch 182, subject to the possibility that an omitted issue may be tried where both parties had prepared for it, as in Gibson v New [2021] EWHC 1811 (QB).
2. Permission to amend under Civil Procedure Rules 1998, rule 17.1, was refused. The proposed amendment had a real prospect of success, but was made after judgment and was therefore exceptionally late. There was no explanation for the delay. The defendant had lost a real and substantial opportunity to evaluate settlement with the compensation claim in mind. Applying Quah Su-Ling v Goldman Sachs International [2015] EWHC 759 and Vilca v Xstrata Ltd [2017] EWHC 2096 (QB), the balance favoured refusal.
3. The notices to complete served after the Main Judgment were invalid. Following Singh v Nazeer [1979] 1 Ch 474 and Johnson v Agnew [1980] AC 367, the contracts were in the hands of the court once entitlement to specific performance had been determined and the parties were directed to settle the order.
4. The contracts were not discharged. The claimants were not in repudiatory breach, no peremptory completion order had been made, and their compensation claim had been made reasonably and in good faith. Completion was ordered by surrender of the existing underleases and grant of new leases. An assignment was not contractually permitted, and the suggested implied term was not sufficiently obvious.
5. The claimants were required to pay contractual rent from the original completion date until the leases were granted, and thereafter rent under the leases. Service-charge payments were payable on account only from 18 April 2026. The Landlord and Tenant Act 1985 applied because the specifically enforceable agreements constituted tenancies for statutory purposes.
6. The claimants were awarded their costs up to the Main Judgment. They were ordered to pay 35% of the defendant’s subsequent costs. Interest and payments on account were ordered. Permission to appeal was granted on the pleading and amendment issues.

This was a first-instance consequential judgment following the Main Judgment at [2026] EWHC 870 (Ch) , which ordered specific performance and adjourned consequential matters. No permission application was made against the Main Judgment. Permission to appeal this judgment was granted on the pleading and amendment issues.