Northern Eastern Properties v Coleman and another [2010] EWCA Civ 277, [2010] All ER (D) 208 (Mar)
A party seeking to avoid a land contract under s 2 had to identify a term which the parties had expressly agreed, which was not to be found in the single, or exchanged, signed document. It was not sufficient merely to show that the land contract had formed part of a larger transaction which had been subject to other expressly agreed terms which were absent from the land contract.
The expressly agreed term had to, if it was required by s 2 to be included in the single document, be a term of the sale of the land, rather than a term of some simultaneous contract (whether for the sale of a chattel or the provision of a service) which happened to take place at the same time as the land contract, and to form part of one commercial transaction.
Section 2(1) did not prohibit parties from structuring a transaction, for example, for the sale of the whole of a company’s assets, in such a way that the
