## Facts

- Haywood, the mortgagor, entered into a mortgage agreement with Brunswick Building Society, the mortgagee.
- The mortgage contained terms obligating Haywood to make regular payments and to keep the property in good repair.
- Brunswick Building Society claimed Haywood breached the agreement by failing to make payments and allowing the property to deteriorate.
- The dispute centered on whether the obligation to maintain the property was a positive duty to act or a negative obligation to refrain from allowing disrepair.

## Issues

1. Whether the terms in the mortgage agreement requiring property maintenance were positive or negative stipulations.
2. How the classification of these terms affected the type of remedies available to the mortgagee upon breach.
3. What implications the nature of these stipulations had for the interpretation and enforcement of contractual obligations.

## Decision

- The court determined that the requirement to maintain the property was a positive stipulation, imposing an affirmative duty on Haywood.
- It found that the contractual language clearly required Haywood to take specific actions to preserve the property’s condition.
- As a result, the building society’s remedy for breach of this positive obligation was limited to damages rather than injunction.
- The court held that precise drafting is essential in distinguishing between positive and negative obligations in contracts.

## Legal Principles

- Positive stipulations in contracts impose an obligation to perform a specific act, whereas negative stipulations require a party to refrain from certain actions.
- The classification of a contractual term as positive or negative is determined by the language, context, and practical consequences of the term.
- Remedies differ based on classification: breaches of negative stipulations may allow injunctions, while breaches of positive stipulations typically lead only to damages.
- Clear and unambiguous contractual language is critical to ensure the parties’ intentions and appropriate legal consequences.

## Conclusion

Haywood v Brunswick Building Society established the fundamental distinction between positive and negative contractual stipulations, with significant effects on available remedies and contract enforcement. The case highlights the necessity for precise drafting to accurately reflect parties’ intentions and ensure the correct legal outcome for breaches of contract.

Haywood v Brunswick Building Society (1881) 8 QBD 403