Ready, willing and able to complete? A High Court judgment on specific performance

A change in circumstances does not preclude the court from making an order for specific performance, obliging parties to complete a property contract, provided the claimant was and is ready to complete and to comply with its own contractual obligations.

In Melanie Jane Wheatland and another v CL SPV 1 Ltd [2025] EWHC 3092, the claimants submitted a Part 8 claim seeking (a) an order for the specific performance of a contract for the sale of a property; and (b) an order for damages due to the non-completion of the contract.

The claimants (as sellers) and the defendant (as purchaser) entered into a contract for sale of the property known as The Cherubs, Parsonage Lane, Farnham Common SL2, which specified 23 February 2024 as the completion date. However, the defendant failed to complete on this date, allegedly due to its concern about the claimants' ability to comply a condition subsequent in the contract relating to planning permission. The claimants sought specific performance of the contract.

The defendant objected to the claim for specific performance on the following grounds:

1. The claimants were not ready, able and willing to complete on the intended completion date because they required local authority involvement to comply with the condition subsequent.
2. It would therefore not have been appropriate to allow the mortgage sum to be paid to the claimants' solicitors.
3. Because the contract required variation or rectification to reflect the updated planning permission, the claimants were not ready, able and willing to complete.
4. The cost to the defendant of complying with the obligations under the revised planning permission were greater than originally thought as at the completion date.
5. Even if the claimants were ready, willing and able to complete, specific performance should be refused because they were not ready between the date the completion date was fixed and the completion date.

In response to the defendant's objections above, the Judge, Master Brightwell, held as follows:

1. This objection was unsupported by the documentary evidence. In fact, the evidence suggested that it was always clear that the condition subsequent would be met.
2. Due to point 1 above, objection 2 was a non-point.
3. The contract did not require varying. In any event, had variation been required, this change in circumstances would not necessarily preclude the court from making an order for specific performance.
4. If it could successfully argue that the claimants breached their duty to it in the way in which the planning conditions came to be imposed, the defendant may have a counterclaim to the damages claim, but this was not supported by the evidence. Furthermore, this would not have a bearing on the specific performance claim.
5. The claimant who seeks specific performance must be ready and willing to complete at the date of the order for specific appointment. Regardless of the position prior to completion, where they might not have been ready willing and able at all times, the claimants were ready to complete at the date of the claim.

The Judge therefore held that the claimants were ready, able and willing to complete the sale of the Property as at 23 February 2024 and that the defendant was accordingly in breach of the contract in failing to complete. None of the objections relied on by the defendant would justify the court in refusing an order for specific performance and the Judge accordingly granted the order.

With respect to the damages claim, this was unsuitable for determination at a Part 8 disposal hearing and directions would be given.

This judgment reiterates that where a party to a contract for the sale of land is ready, able and willing to complete at the contractual completion date, and if the other party fails to complete that contract, the court is likely to grant an order for specific performance compelling completion.