Ocean Reef Resorts Ltd (Appellant) v Foster (Respondent) (St Christopher and Nevis)
Case ID: JCPC 2018/0065
Jurisdiction: The Court of Appeal of the Eastern Caribbean Supreme Court (St Christopher and Nevis)
Whether the contract of sale became null and void on 29 April 2016 and whether Mr Foster was obliged to provide Ocean with any information about encumbrances.
Under a contract dated 9 March 2009 Ocean agreed to buy 13.9 acres of land at Herbert’s Beach, Nevis from Mr Foster for US$2 million. The contract specified a closing date, subject to the proviso that if Mr Foster was unable to deliver clear title to the property, Ocean could extend the date for a reasonable time to allow him to perform this obligation. Ocean had still not completed on 1 July 2013 and Mr Foster served notice to terminate the contract. Ocean sued for a declaration that the contract remained valid and binding. The parties then entered into a settlement agreement providing that the contract would be null and void if Ocean failed to complete by 29 April 2016. On 25 April 2016 Ocean requested an extension of time for completion and details of all encumbrances in respect of the land. Mr Foster replied that the deadline of 29 April stood and made no reference to encumbrances. The contract did not complete by 29 April. Ocean relied on its alleged contractual right to extend the closing date to 17 June 2016 to allow Mr Foster to deliver clear title to the property and sought confirmation of this extension from the High Court. On 14 June the High Court held that the contract remained valid and binding and that the closing date was extended to 17 June, and ordered Mr Foster to provide Ocean with details of any encumbrances on the land, or an undertaking to discharge them. The contract was not completed in accordance with the 14 June order, or at all. On 28 June 2016 the Court of Appeal allowed Mr Foster’s appeal.
Ocean Reef Resorts Ltd
Lady Hale, Lord Wilson, Lord Hodge, Lord Sales, Sir Andrew Longmore
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