A recent court judgment has resolved a dispute over the enforceability of a property sale agreement between Quick Property Sale Ltd (the Buyer) and the Solaja family (the Sellers).
In a dramatic High Court ruling, the Buyer lost its claim to enforce a £436,000 property sale agreement with the Sellers, whose home had been repossessed by Santander UK PLC (the Bank). The Sellers, who were about to be evicted by the Bank for not keeping up with mortgage payments and were seeking alternative accommodation, argued that the contract to sell their property to Quick Property Sale was procured through misrepresentation and undue influence by Mr. Essien, an agent acting for the Buyers (the Agent).
The Court heard that in October 2022, the Agent cold-called the Sellers and later turned up uninvited at their family home just before bailiffs arrived at the property on behalf of the Bank. The Agent presented himself as a trusted advisor and offered to help the Sellers by arranging a quick sale of the property despite the Bank having taken ownership of the property. He introduced the Sellers to the Buyer and to James Solicitors, a firm with which the Agent had had prior dealings of this nature. The Sellers subsequently agreed a sale contract with the Buyer for £436,000. There was a deposit of £231,000 to be held as stakeholder (ie not released to the Seller) but which, so the plan went, was to be used to redeem the Seller's mortgage with the Bank. The remainder was to be the seller's. Of course, this made no sense – that deposit money could not simultaneously belong to both the buyer and the seller, a problem that was later to be crucial to the outcome of the case.
However, the Bank made it clear that it would not proceed with any transaction unless it received proof that the redemption funds were gifted or loaned to the Sellers and not coming from a third party. Despite repeated requests, neither James Solicitors nor the Agent provided the required documentation to show this. The Buyer's solicitor even falsely said that the necessary funds had been transferred to the Sellers "as a family loan". In reality, the funds never left James Solicitors' escrow account. The Bank, citing regulatory obligations and concerns about the conduct of the solicitors involved, refused to proceed with the redemption of the mortgage, retaining ownership of the property. Thus, bringing the whole transaction to a resounding halt.
Impossibility
The court found that the sale contract failed to reflect the true nature of the arrangement, and that the transaction as concocted by the Buyer and their Agent was impossible to perform. The Sellers could not redeem the mortgage or give vacant possession of the property because the funds were not legally theirs to use (they still belonged to the Buyer). Although the Buyer claimed the deposit was always intended to be used to redeem the mortgage, the sale contract in fact stated it was to be held by the seller’s solicitor as a stakeholder (i.e. held in the solicitors account until completion of the property sale). Without redemption of the mortgage, the Sellers could not regain possession of the property, and the Bank was free to sell it on the open market. This rendered the sale contract impossible to perform and therefore, unenforceable under the Law of Property (Miscellaneous Provisions) Act 1989.
Undue influence
The Judge also found that the sale agreement was procured through undue influence based on the following conclusions:
- The Agent created a relationship of trust and confidence over the Sellers during a time of extreme vulnerability, as they were facing imminent eviction and emergency relocation to a single room in a B&B 30 miles away from their former home and their children's school;
- The Sellers did not receive independent legal advice. The solicitor to whom they were referred failed to explain the associated risks or to correct the bank’s misunderstanding of the nature of the transaction; and
- The Buyers, although acting through the Agent, were aware of the Sellers’ circumstances and therefore had constructive notice of the undue influence.
The court found the Agent to be an unreliable witness. His testimony was inconsistent, and he failed to disclose that he was paid on commission—giving him a direct financial interest in the sale. He could not credibly explain how he obtained the Seller's phone number, and his account of offering the Sellers a panel of solicitors was contradicted by both his own emails and the Sellers' evidence.
Ultimately, the court dismissed the Buyer’s claim for specific performance and damages, siding with the Sellers on the grounds of undue influence and impossibility of performance.
This ruling sends a strong message: property deals must be transparent, fair, and free from coercion—especially when vulnerable homeowners are involved.
