Charles Edward Porter and another v Robert Stokes (Personal Representative of the Estate of Walter Edward Stokes, deceased) (Trinidad and Tobago)
[2023] UKPC 11
Belitza Marling Sagaray Silva v Replay Destinations (Bahamas) Ltd
28 November 2024
[2024] UKPC 38
Privy Council
A buyer tried to cancel a penthouse purchase because the official documents showed a smaller apartment than the one actually built. The court decided that the contract clearly stated the seller only had to give the title matching the smaller size, so the buyer lost and couldn't get their deposit back. The case highlights how important it is to be precise in contracts.
Key Facts
- •Contract for sale of a penthouse apartment with a discrepancy between the registered title's square footage (4,801 sq ft) and the actual constructed area (6,165 sq ft).
- •The title was a 'strata title' governed by the Law of Property and Conveyancing (Condominium) Act 1965.
- •The contract referenced two sets of plans: Exhibit A (showing the larger area) and the Declaration (showing the smaller area).
- •Purchaser purported to rescind the contract due to the vendor's inability to provide good title to the larger area.
- •Vendor treated the rescission as a repudiatory breach and retained the deposit.
Legal Principles
Contract interpretation: The court must determine the proper construction of the contract based on its natural and ordinary meaning.
Privy Council judgment
Contract interpretation: Subsequent events are not relevant to determining the meaning of a contract.
Privy Council judgment
Strata title: Governed by the Law of Property and Conveyancing (Condominium) Act 1965.
Privy Council judgment
Appeal procedure: New issues cannot be raised on appeal that were not raised at first instance.
Privy Council judgment
Outcomes
Appeal dismissed.
The Privy Council upheld the lower court's interpretation of the contract, finding that the vendor's obligation was to convey the title as defined in the Declaration (smaller area), not Exhibit A (larger area). The contract's language clearly indicated that the legal description was based on the Declaration, despite the reference to Exhibit A as a general description of the apartment.
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