Adam Rosenthal & Joseph Ollech report on elephant traps, technical gymnastics & compliance
In Woodar Investment Development Limited v Wimpey Construction UK Limited [1980] 1 WLR 277, a contract for the sale of development land contained a special condition entitling the purchaser to terminate the contract if, prior to the completion date, the property to be sold became subject to compulsory purchase by an acquiring authority. In due course, the purchasers gave such a notice. The vendors disputed it and it was found that the notice was invalid. However, the vendors then purported to accept the purchasers’ repudiatory breach of contract and sue for damages. The House of Lords (by a 3:2 majority) held that the purchasers, in serving an invalid notice of termination, were not manifesting the intention not to perform the contract and therefore the invalid notice of rescission was not, itself, a repudiatory breach of contract.
The principle that an attempt to terminate a contract, relying on the very terms of the contract, if found to be wrongful (because the party seeking to terminate was not entitled to
