Stephen Jourdan KC and Elizabeth Fitzgerald appear for the successful purchaser in vendor and purchaser summons.
On 10 October 2025, His Honour Judge Davis-White KC, sitting as a Judge of the High Court, delivered judgment in CBRS Estates Ltd v Foreman Homes Ltd.
Stephen Jourdan KC and Elizabeth Fitzgerald instructed by Patrick Wetherall of Birketts appeared for the successful claimant.
The vendor and purchaser summons was created by s.9 of the Vendor and Purchaser Act 1874 as a method of enabling disputes arising under land contracts to be summarily disposed of without the need for starting an action for specific performance with pleadings. It is now provided for by s.49(1) Law of Property Act 1925. Under the CPR, a vendor and purchaser summons is brought by issuing a Part 8 claim form.
The claim concerned a deed intended to bring to an end a collaboration between the Claimant, CBRS and the Defendant, Foreman Homes to secure planning permission for a residential-led development of a site in Hampshire. On 18.3.2025 the parties entered into an agreement providing for Foreman to retire from the collaboration and for CBRS to buy out Foreman's interests in the site by a transaction.
There were various conditions that had to be satisfied. One was the agreement or determination of the purchase price. Issues arose as to the basis on which the purchase price was to be ascertained and whether it had been agreed. CBRS issued a vendor and purchaser summons to have those issues determined.
The parties agreed a list of 8 issues. All of them were determined in favour of CBRS. The issues were as follows:
1. Was the Deed a contract to which s.49(1) of the 1925 Act applies?
Foreman argued the Deed provided only for the parties to negotiate in good faith a sale of Foreman’s interest in the site. The Judge rejected that argument. He held that the Deed was a contract for the sale of Foreman’s interest.
2. Do the principles applicable to a summary judgment application apply and, if so, should the claim be dismissed because the issues are not suitable for determination on a summary judgment application?
The Judge held that the hearing of a vendor and purchaser summons is not a summary judgment application. It is a trial of the claim.
3. Are the issues raised issues that ought to be determined by an expert under clause 13 of the Deed rather than by the Court?
The Deed provided for issues of interpretation to be determined by the court and other issues to be decided by an expert. The Judge held that the issues raised by the claim were issues for the court to decide.
4. Should the claim be dismissed or adjourned and consolidated with another claim seeking specific performance?
After issuing the vendor and purchaser summons, CBRS started part 7 proceedings claiming specific performance. Foreman argued that the court should not determine the issues raised by the vendor and purchaser summons but dismiss it or consolidate it with the specific performance claim. The Judge rejected that argument.
5. Under the Deed, is the Purchase Price equal to Foreman’s cash investment in the project?
This issue turned on the interpretation of the Deed. The Judge held that it provided that the purchase price was to be equal to Foreman’s cash investment in the project.
6. If so, did that include a sum in respect of time spent by Foreman officers/employees in applying for planning permission?
Forman contended that the purchase price should include £729,000 representing the value of the time spent by its personnel in applying for planning permission. The Judge rejected that contention, holding that this was not part of Foreman’s “cash investment” in the project.
7. Was a letter from Foreman’s solicitors which attached a spreadsheet setting out Foreman’s expenditure on the project inadmissible in evidence because it was sent on a without prejudice basis?
This issue was raised by Foreman in its skeleton argument but later abandoned.
8. Was CBRS not entitled to rely on the figures provided by that letter to agree the Purchase Price?
Foreman argued that the letter was simply a subject to contract proposal and therefore could not give rise to an agreement on the Purchase Price. The Judge rejected this – the letter provided a figure as representing Foreman’s cash investment in the project, and CBRS was entitled to agree the accuracy of that figure and therefore the purchase price. There was accordingly no dispute to which the expert determination provisions of the Agreement could apply and nothing to stop the court from making a declaration as to the Purchase Price.
The judgment was reserved but delivered orally and at present there is no transcript.
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