HEB Enterprises Ltd and another v Bernice Richards (Cayman Islands)
[2023] UKPC 7
Frederick Donowa and 3 others v Donridge Heights Ltd (Trinidad and Tobago)
27 June 2024
[2024] UKPC 18
Privy Council
A family owned land and wanted to sell it. They made a deal with a developer who would develop and sell the land in plots. The developer went bankrupt, leaving buyers with no land and claiming the family was liable. The courts originally held the family responsible, believing the developer was their agent. The Privy Council disagreed, stating that the agreement was a sale, not an agency agreement. Even though the family didn't get paid all at once, they were protected by law, so the developer's failure wasn't the family's responsibility.
Key Facts
- •Appeal concerning the interpretation of a 2006 Agreement regarding 30 acres of land.
- •Appellants (owners) contracted with Greenfield (developer) for the development and sale of the land.
- •Greenfield defaulted on its obligations, and the respondent (Donridge) sued the appellants based on agency.
- •The lower courts found Greenfield to be the appellants' agent.
- •The appellants argue the agreement was a sale, not an agency agreement.
- •Donridge did not appear before the Privy Council.
Legal Principles
Interpretation of contracts – determining whether an agreement constitutes an agency agreement or a sale agreement.
Privy Council
Agency – requires the principal to clothe the agent with authority to sell.
Trial Judge and Court of Appeal (implicitly)
Contractual interpretation – consideration of the entire agreement and its consequences for the parties.
Privy Council
Unpaid vendor's lien – protects vendors despite deferment of purchase price.
Privy Council
Outcomes
Appeal allowed.
The Privy Council found that the 2006 Agreement constituted a sale, not an agency agreement, based on the agreement's terms and the consequences for both parties. The agreement conferred beneficial ownership on Greenfield, despite the deferred payment, and the appellants were protected by an unpaid vendor's lien.
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