Dowding v Matchmove [2016] EWCA Civ 1233

Facts

  • The dispute arose from negotiations over the sale of land between Dowding (appellant) and Matchmove (respondent).
  • Dowding claimed that oral assurances, made during negotiations, formed part of the agreement to sell the land.
  • These oral assurances were not incorporated into the final written contract.
  • Matchmove argued that the written agreement represented the complete and exclusive understanding between the parties.
  • The controversy focused on whether oral assurances could create enforceable legal obligations distinct from the written contract.

Issues

  1. Whether oral assurances made during land transaction negotiations could form part of a binding agreement even if not included in the written contract.
  2. Whether the requirements of certainty, intention to create legal relations, and reliance were satisfied by the oral assurances.
  3. Whether the parol evidence rule precludes consideration of extrinsic (oral) evidence in interpreting the parties’ agreement.
  4. Whether the doctrine of estoppel could make oral assurances enforceable despite their absence from the written contract.

Decision

  • The Court of Appeal held that the written contract was the definitive and conclusive expression of the parties’ agreement.
  • The court rejected the appellant’s argument that the oral assurances formed part of the agreement, emphasizing that the assurances lacked sufficient certainty and intention to create legal relations.
  • It was found that the appellant had not demonstrated sufficient reliance on the oral assurances to establish estoppel.
  • The court reaffirmed that extrinsic evidence, such as oral statements made during negotiations, cannot alter or supplement a written land contract unless there is evidence of fraud, mistake, or misrepresentation.

Legal Principles

  • The enforceability of oral assurances in land transactions requires certainty, intention to create legal relations, and reliance.
  • The parol evidence rule excludes extrinsic evidence from contradicting or supplementing the terms of a written contract, save in limited circumstances such as fraud.
  • The threshold for establishing estoppel to enforce oral assurances in land transactions is high, especially where a written contract exists.
  • Certainty and documentation of all material terms in the written contract are critical in land deals.

Conclusion

The Court of Appeal confirmed that oral assurances made during land sale negotiations do not form enforceable agreements absent clear evidence of certainty, intention, and reliance, and that written contracts remain the definitive record of the parties’ agreement in accordance with the parol evidence rule.

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