Francis and another (Appellants) v Vista Del Mar Developments Ltd (Respondent) (Cayman Islands)
Case ID: JCPC 2017/0074
Jurisdiction: The Court of Appeal of the Cayman Islands
Ownership of a parcel of land. In particular, the enforceability of an option contained in the contract of sale concerning the ability of the original seller of the land to reacquire the land from the original purchasers at the price the purchasers paid for the land in May 2009.
The Appellants are the purchasers and registered joint proprietors of the land in question, known as Plot 290. The Respondent was the vendor of that land. The sale was completed in May 2009.
The development consists of 52 residential building plots sold over a period of time between 1996 to 2016. The vendor did not itself undertake the construction and sale of the residences. Rather, the vendor arranged for the construction of the infrastructure by selling the plots subject to obligations on the part of the purchasers to build a residence on the plot sold.
Clause 6.2 of the contract of sale (as varied by a deed of variation in April 2011) conferred a right of repurchase of the land on the vendor at the original purchase price in the event that the purchaser did not commence/complete construction of a residence on the land within certain periods of time.
The Respondent served a notice to exercise its repurchase right in October 2013. Further time for construction was permitted. A second notice was then served in July 2014. Specific performance of the right to repurchase by proceedings issued in November 2014 was sought.
That claim was upheld by the Grand Court and the Cayman Islands Court of Appeal. The principal grounds for upholding the claim were that the parties were bound by an estoppel by convention enabling the vendor to maintain the right of repurchase notwithstanding that it had purported to exercise it in 2013 but not proceeded with enforcement, the construction of the amended clause 6.2 and whether it had to be and was exercised within a reasonable time. It was concluded that it had been exercised within a reasonable time. Finally the Appellants’ cleans hands argument that the Respondent had not enforced the option against other plots was rejected.
The Appellants now challenge the decision of the Court of Appeal on all of those grounds. In addition they seek to argue that clause 6.2 is invalid as a penalty and/or that it works a forfeiture against which the Appellants should be granted relief.
- Janet Ann Patrice Francis
- Dwight David Clarke
Vista Del Mar Developments Limited
Lord Reed, Lord Carnwath, Lady Black, Lady Arden, Lord Kitchin
Hearing start date
27 Nov 2018
Hearing finish date
27 Nov 2018
|27 Nov 2018||Morning session||Afternoon session|