Facts
- The dispute arose from a conveyance that purported to impose a series of restrictive covenants on a substantial estate held in single ownership at the time of the transfer.
- The vendor wished the entire estate to be subject to uniform restrictions so that, once individual plots were sold, each purchaser could rely on those restrictions against all other purchasers.
- The deed described the burdened land in sweeping terms without setting out individual plot numbers, metes-and-bounds plans, or any other precise delineation of the area to which the covenants were intended to attach.
- After the initial conveyance, parts of the land were sold off. A subsequent owner challenged the validity of the covenants, arguing that the deed failed to identify with certainty the land intended to receive the benefit and the land intended to bear the burden.
- The Chancery Division was therefore asked to determine: (i) whether annexation of the benefit could occur when the description of the land was so general, and (ii) whether the covenants could bind future successors in title where the practical administration of the restrictions would be complex and potentially unworkable across the whole estate.
Issues
- Could restrictive covenants be validly annexed to an extensive, amorphous area of land without clear definition of its boundaries?
- Did the precision (or lack of it) in the language of the conveyance affect the enforceability of the covenants against successors in title?
- Were considerations of practicality and the legitimacy of the covenants’ purpose relevant to determining whether annexation over a large tract should be upheld?
Decision
- The court held that the covenants failed the test of certainty. A covenant burdening land must clearly identify both the land that is to be burdened and the land that is to take the benefit; here, the description was too vague, rendering annexation ineffective.
- It emphasised that a covenant may be reasonable in substance yet still fail if the instrument does not express with sufficient clarity the parcels concerned. Even a diligent purchaser could not, by reading the deed alone, ascertain which plots were within and which were outside the scheme.
- The judge noted the practical difficulties that would flow from upholding such a covenant. Administration would require constant cross-checking of successive conveyances, plan revisions, and potential litigation, all of which undermined the purported objective of creating a coherent estate scheme.
- Because the purpose of the covenant—maintaining uniform development standards—could have been achieved by more precise drafting, the court declined to stretch equitable principles to rescue the defective wording.
- Accordingly, the covenants were declared unenforceable against later purchasers; any benefit alleged to have been annexed to the land failed for want of certainty, and the burden could not be said to “run” with the land in equity.
Legal Principles
- Specificity: Annexation relies on the principle that the benefited land must be identifiable from the conveyancing instrument itself or from contemporaneous documents expressly incorporated by reference. General descriptions such as “all other land now or hereafter forming part of the estate” are inadequate if they leave reasonable doubt about the precise land affected.
- Certainty of Burden and Benefit: For a restrictive covenant to bind successors, it must be possible to state with confidence (a) which land is burdened, (b) which land is benefited, and (c) how the benefit and burden are to relate to one another. Uncertainty on any of these points defeats annexation.
- Practical Enforceability: Equity looks not only to abstract doctrinal purity but also to whether enforcement is feasible. Covenants that create disproportionate monitoring costs or intractable disputes are disfavoured because they undermine the reliability of land registers and hinder marketability.
- Legitimate Purpose and Proportionality: A covenant must pursue a proper land-related objective and impose restrictions no wider than reasonably necessary to achieve that objective. Even if the purpose appears sensible, enforcement will not be permitted where drafting overreaches by extending the restriction to an unnecessarily large or indeterminate area.
- Drafting Responsibility: The burden rests on the party seeking to impose and later rely on restrictive covenants to ensure that the deed is intelligible. Courts will not remake a bargain by implying boundaries or reading-in missing particulars.
Conclusion
Re Ballard’s Conveyance [1937] Ch 473 highlights the indispensable role of precision in creating property‐related obligations intended to persist beyond the original parties. The Chancery Division confirmed that annexation of restrictive covenants can succeed only where the conveyance itself furnishes a clear, workable description of the land to be burdened and benefited. Overly broad or ambiguous drafting not only jeopardises enforceability but also offends the equitable policy of maintaining certainty in dealings with land. Practitioners drafting estate schemes must therefore ensure that restrictive covenants are geographically bounded, administratively practicable, and directed to a legitimate property purpose, or risk having them struck down as ineffective in equity.