In Amaal Ventures Ltd and another v Eros Ltd [2026] the High Court considered the validity of notices to complete served by the sellers under agreements for the sale of two luxury Mayfair flats for premiums totalling in the region of £10.6 million.
The facts
The flats formed part of a combined luxury hotel and residential development. The Mandarin Oriental was the hotel operator and was to run a rental pool programme in which the luxury flats could choose to participate.
It was agreed between the parties in this case that the sale of each flat would include a "furniture package" so that they could form part of the pool and be used by the Mandarin Oriental for short term lets.
The seller fixed the completion dates for the sale of the two flats in accordance with the contracts and then proceeded to serve notices to complete when the buyers had not completed on the completion date and then notices to rescind the contracts once the deadline for completion in the notices to complete had passed.
The buyers challenged the validity of the notices to complete arguing that the furniture packages had not been installed in either flat at the point that the notices to complete had been served which meant that the seller was itself not ready, willing and able to complete the contracts at that time making the notices to complete invalid.
The Court's decision
The Court held that on the wording of the contracts the items forming part of the furniture packages did not necessarily need to have been "installed" in the flats at the point of completion but did need to have been "present".
The Court also confirmed that it was satisfied that the furniture packages formed part of the property that the seller had agreed to sell and that the failure to provide parts of the furniture packages at all was not an error in the quality of what the seller had promised to provide on completion but an omission to provide part of the physical property that the seller had promised to provide.
That said, the contracts contained provisions which stated that the buyers could not refuse to complete because of "snagging items" which included outstanding items or defects in the "fixtures, fittings and contents".
The Court therefore conducted a further analysis of the missing items to decide whether they were minor omissions which did not impact on the beneficial use and enjoyment of the flats as furnished apartments and were simply "snagging items".
The Court decided that the missing curtains and blinds and headboards and bed bases would have a material impact on the enjoyment of the flats by a reasonable person and were not "snagging items". As a result, the seller was not ready, willing and able to complete at the point that it served its notices to complete. Those notices were therefore invalid and it was not entitled to rescind the contracts.
This case highlights the risk of serving notices to complete prematurely: serving parties must ensure they are themselves ready to complete strictly in accordance with the contract.
It is also a useful reminder that disputes concerning completion obligations can relate to all aspects of the contract. Fixtures, fittings and furnishings can be central, particularly in high-value residential transactions where the contents and finish materially contribute to the value of the property.
