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The Judicial Committee of the Privy Council Decisions |
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You are here: BAILII >> Databases >> The Judicial Committee of the Privy Council Decisions >> Townsend & Anor v Persistence Holdings Ltd (British Virgin Islands) [2013] UKPC 12 (07 May 2013) URL: http://www.bailii.org/uk/cases/UKPC/2013/12.html Cite as: [2013] UKPC 12 |
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[2013] UKPC 12
Privy Council Appeal No 0086 of 2011
JUDGMENT
Thomas Townsend & Therese Townsend (Deceased) (Appellants) v Persistence Holdings Limited (Respondent)
From the Court of Appeal of the British Virgin Islands
before
Lord Neuberger
Lord Clarke
Lord Sumption
Lord Hamilton (Scotland)
Sir Malachy Higgins
JUDGMENT DELIVERED BY
LORD NEUBERGER
ON
7 MAY 2013
Heard on 19 February 2013
Appellant James Guthrie QC (Instructed by Charles Russell LLP) |
Respondent Gerard Farara QC (Instructed by Clyde & Co. LLP) |
LORD NEUBERGER:
The relevant facts
"For services rendered and other valuable considerations relating to supervisory control of renovations and additions to the property …the Purchaser agrees to pay to the Vendor the sum of $325,000.00 U.S. Dollars upon the British Virgin Islands Government approval and issuance of the Purchaser's license to hold the above described property."
"The Purchaser … shall within fourteen days of the last such advertisement … apply to the Governor of the [B.V.I.] for a Non-Belongers Land Holding Licence to hold the Property and thereafter shall use his best endeavours and proceed with utmost diligence to obtain same … PROVIDED that if within twelve (12) months from the date hereof such licence has not been granted upon terms reasonably acceptable to the Purchaser or has been refused either party may by notice in writing to the other at any time thereafter terminate this Agreement and in the event of such termination the said purchase price of US$500,000.00 shall be returned to the Purchaser and neither party shall have any further obligation to the other hereunder and this Agreement shall become void."
The procedural history
The issues other than estoppel
The estoppel issue
"It is settled that an estoppel by convention may arise where parties to a transaction act on an assumed state of facts or law, the assumption being either shared by them both or made by one and acquiesced in by the other. The effect of an estoppel by convention is to preclude a party from denying the assumed facts or law if it would be unjust to allow him to go back on the assumption … . It is not enough that each of the two parties acts on an assumption not communicated to the other. But it was rightly accepted … that a concluded agreement is not a requirement for an estoppel by convention."
Conclusion