Cases - Holland Hannen & Cubitts v WHTSO

Record details

Name

Holland Hannen & Cubitts v WHTSO

Date

(1981)

Citation

18 BLR 80

Keywords

Contracts - entire contracts - complete performance - condition precedent - payment under an entire contract

Summary

In a useful judgment, HHJ Newey QC summarised the state of the law:

'(1) An entire contract is one in which what is described as "complete performance" by one party is a condition precedent to the liability of the other party.
(2) Whether a contract is an entire one is a matter of construction; it depends upon what the parties agreed. A lump sum contract is not necessarily an entire contract. A contract providing for interim payments, for example, as work proceeds, but for retention money to be held until completion is usually entire as to the retention moneys, but not necessarily the interim payments.
(3) The test of complete performance for the purposes of an entire contract is in fact "substantial performance".
(4) What is substantial is not to be determined on a comparison of cost of work done and work omitted or done badly.
(5) If a party abandons performance of the contract, he cannot recover payment for work which he has completed.
(6) If a party has done something different from that which he contracted to perform, then, however valuable his work, he cannot claim to have performed substantially.
(7) If a party is prevented from performing his contract by default of the other party, he is excused from performance and may recover damages.
(8) Parties may agree that, in return for one party performing certain obligations, the other will pay to him a quantum meruit.
(9) A contract for payment of a quantum meruit may be made in the same way as any other type of contract, including conduct.
(10) A contract for a quantum meruit will not readily be inferred from the actions of a landowner in using something which has become physically attached to his land.
(11) There may be circumstances in which, even though a special contract has not been performed there may arise a new or substituted contract; it is a matter of evidence.'