Liability for breach of property contract after completion


Published by a UUÂãÁÄÖ±²¥ Property Disputes expert
Practice notes

Liability for breach of property contract after completion


Published by a UUÂãÁÄÖ±²¥ Property Disputes expert

Practice notes
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This Practice Note considers when contractual obligations merge on completion of a property contract and remedies that may be available after completion.

For contractual remedies in relation to property contracts generally, see Practice Notes:

  1. •

    Specific performance of property agreements

  2. •

    Notice to complete

  3. •

    Termination for breach of property contract

  4. •

    Repudiation of property sale contracts

  5. •

    Return or forfeiture of a deposit

  6. •

    Misrepresentation, misstatement and non-disclosure in property matters

  7. •

    Rectification—mutual mistake, and

  8. •

    Rectification—unilateral mistake

The general rule

At common law, there cannot be two agreements that cover the same ground. When a contract is completed by deed, insofar as they cover the same ground, the provisions of the contract merge into the completed deed and the terms of the contract are discharged. For example, a contract for the sale of land merges into the transfer or conveyance and a contract for an agreement for lease merges into the lease.

This means that following completion the parties cannot bring an action for breach of a contractual provision which

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Jurisdiction(s):
United Kingdom
Key definition:
Completion definition
What does Completion mean?

means completion of this agreement in accordance with clause[s] [insert number of the clause(s) dealing with completion of the agreement];

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