Q&As

What terms and conditions are implied in contracts for the sale of land or real estate?

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Produced in partnership with Helen Galley of XXIV Old Buildings
Published on LexisPSL on 11/12/2018

The following Property Q&A produced in partnership with Helen Galley of XXIV Old Buildings provides comprehensive and up to date legal information covering:

  • What terms and conditions are implied in contracts for the sale of land or real estate?

The general position is that a contract for the sale of land has to be in writing by reason of section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 and that all the terms must be included in the written agreement. That does not mean that there is no scope for the implication of terms as was made clear in the case of Renewal Leeds Ltd v Lowry Properties Ltd. In that case the contract included an overage clause which entitled the vendor to a share of profits above a certain figure on the development of the land. The trigger for payment was the sale of the final residential unit. The purchaser sought to avoid payment by delaying the sale of the final few units. The vendor argued that a term should be implied requiring the developer to complete and sell all the houses as soon as reasonably practicable and not to sterilise the last house so as to prevent the payment of overage. The vendor succeeded but it was made plain that there was no distinction between the contract for the sale of land and any other contract in this regard so that the question of whether a term should be implied is an aspect of the law on interpretation of contracts and that the general authorities on that topic including

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