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Holland v Wiltshire

Holland v Wiltshire

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Case Copied 30 August 1954 30 min read

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90 CLR 409

HOLLAND AND ANOTHER

APPELLANTS; DEFENDANTS, WILTSHIRE

RESPONDENT. PLAINTIFF.

ON APPEAL FROM THE SUPREME COURT OF

SOUTH AUSTRALIA. Vendor and purchaser-Sale of land-Purchase price payable on fixed date-Vendor H. C.

entitled to re-sell and rescind contract on default in payment of purchase price- Provision for forfeiture of moneys paid on account-Failure by purchaser to complete on due date-Notice by vendor to purchaser to complete on specified date or vendor would take proceedings for breach of contract-Continued failure by purchaser to complete--Re-sale by vendor at lower price-Whether vendor entitled to recover damages equal to difference in price.

A contract in writing for the sale and purchase of land provided that a deposit of £2 should be paid and the balance of the purchase price should be paid on 14th January 1952. It further provided that, if default should be made in due payment of the purchase money or any part thereof, the vendor might at his option without notice to the purchasers sell the land and rescind the contract and any moneys paid on account of the purchase should then be forfeited to the vendor as and for liquidated damages. The purchasers duly paid the deposit but, before 14th January 1952, they requested an extension of time for payment of the balance, which was agreed to by the vendor. About the second week in March 1952, the purchasers' solicitor informed the vendor that they would not proceed with the purchase. Thereupon the vendor, on 17th March 1952, gave the purchasers a notice which, after reciting the agreement, the date fixed for settlement, and the purchasers' failure to settle, required them to make settlement by 28th March 1952, and informed them that, if settlement were not made by that date, the vendor would take proceedings against them for breach of contract. The purchasers failed to complete the purchase and on 10th June 1952 the vendor re-sold the land at a lower price. He claimed to recover as damages the difference between the original contract price (less the £2 deposit) and the price at which he re-sold the land. The purchasers contended that he was entitled only to forfeiture of the deposit.

90 CLR 410

Held, that the re-sale was not effected under the rescission clause of the contract but independently thereof and the vendor was entitled to recover the damages claimed.

Decision of the Supreme Court of South Australia (Full Court): Holland V. Wiltshire (1954) S.A.S.R. 18, affirmed.

APPEAL from the Supreme Court of South Australia.

Herbert Keith Holland and Thelma Lilian Elsie Holland entered into a contract in writing, dated 13th December 1951, to purchase property No. 241 Grange Road, Flinders Park from Robert Cyril Wiltshire for the sum of £3,750, payable as to £2 by way of deposit and the balance on the day fixed for settlement, namely 14th January 1952. The contract, which was a printed form with the appropriate particulars filled in, contained, inter alia, the following clauses which alone are material to this report. The…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

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Details

Case: [1954] HCA 42
Decision Date: 30 August 1954

CaseChat Overview and Summary

In *Holland v Wiltshire*, the vendor sought to recover damages from the purchaser for breach of a contract for the sale of land. The contract stipulated that the purchase price was payable on a fixed date, and that upon the purchaser's default in payment, the vendor was entitled to re-sell the property and rescind the contract, with any moneys paid on account being forfeited. The purchaser failed to complete the purchase on the due date. The vendor then issued a notice to complete, specifying a date by which the purchaser was to remedy the default, failing which the vendor would take proceedings for breach of contract. The purchaser continued to fail to complete, and the vendor subsequently re-sold the property at a lower price.

The central legal issue before the court was whether the vendor was entitled to recover damages from the purchaser, specifically the difference between the original contract price and the price obtained on the re-sale. This involved determining the nature of the vendor's rights and remedies upon the purchaser's default and subsequent re-sale, particularly in light of the forfeiture provisions within the contract.

The court reasoned that the vendor's right to re-sell the property upon the purchaser's default was a contractual right that did not extinguish the vendor's right to claim damages for the loss suffered as a result of the breach. The forfeiture clause was held to apply to moneys paid on account, not to the vendor's entitlement to recover the full measure of damages flowing from the breach. The measure of damages was the difference between the contract price and the market value of the land at the time of the breach, which in this instance was represented by the price obtained on the re-sale. The court applied the principle that a vendor is entitled to be placed in the position they would have been in had the contract been performed, and this includes recovering any loss occasioned by the purchaser's repudiation.

Orders