Ridgeway Motors (Isleworth) Ltd v Charles and another

Option to purchase land or acquire new tenancy — Tenant purporting to exercise option — Delay in completion — Second action commenced for specific performance — High Court holding that matters in issue could have been dealt with in earlier action — Long delay meant that action should be struck outBy a lease dated April 27 1954 land and premises were demised to the plaintiff for a term of 21 years from March 25 1954 by the second defendant’s predecessor in title. The lease contained an option to purchase the freehold of the premises in favour of the plaintiff tenant. The tenant was to give six months’ warning of his desire to purchase, which was to be in writing and before March 25 1973. There was an alternative option to take a further lease of 21 years. The price was to be fixed by the Lands Tribunal unless the parties agreed to a fair market price after reductions for the goodwill and those buildings constructed during the lease. By a letter dated January 18 1973 the tenant purported to exercise the option to purchase with completion due within one month and received a positive response from the then landlords. In 1974 the tenant commenced an action under the Landlord and Tenant Act 1954 for a new tenancy. In 1984 the tenant commenced a further action concerning the option. In 1989 the premises were sold and the reversion transferred to the first defendant, subject to any interest that the plaintiff might have. The plaintiff commenced a third action concerning the option in 1990. None of the actions ever came to a conclusion. The defendant landlord sought to strike out the action. He said that the 1990 action was an abuse from inception by reason of the continued existence of the 1984 action; or that it was abuse by reason of limitation and/or laches (undue delay); or alternatively that the 1990 action had been conducted in such a dilatory fashion as to be dismissed by the court in any event. The plaintiff said that the 1990 proceedings were so far removed from the 1984 proceedings that they were not an abuse; and that the 1990 action had not been conducted in such a manner as should lead to dismissal. Held The application was struck out. 1. 17 years and six days had passed since the date the contract was entered into and the issue of the writ without a price being agreed or determined. 2. The doctrine of laches was not an arbitrary or technical doctrine. It was based on conduct which led to a waiver or put one party in a situation in which they could not be expected to complete. The delay was to be tried on equitable principles, the length of the delay and the nature of acts done during the interval. 3. The difference between the 1984 action and the 1990 action was in essence the presence of the first defendant who came on the scene by his purchase of the property in 1989. Where proceedings were in existence based upon a particular cause of action it was in principle an abuse of the process of the court to bring a second action based upon the same cause: see Buckland v Palmer [1984] 1 WLR 1109. Stephen Jourdan (instructed by Bonnett Son & Turner) appeared for the plaintiff; Charles Joseph (instructed by Dixon Ward, of Richmond) appeared for the defendant.