Holland v Wiltshire

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.