Cases - Graham and Scott (Southgate) Ltd v Oxlade

Record details

Name

Graham and Scott (Southgate) Ltd v Oxlade

Date

(1950)

Citation

2 KB 257

Keywords

Estate agency - commission

Summary

The agency contract provided that commission would be payable 'in the event of our introducing a person or persons willing and able to purchase...'.

The agents found a person 'anxious to purchase', who 'had continually raised her offer to meet the rising appetite of the [vendor]'. However, her offers were made 'subject to contract' and 'subject to satisfactory survey'. The vendor eventually sold to someone else, and the agents sued for their commission.

Overruling previous authority, the Court of Appeal held that the agent had not established that the bidder was a person willing to purchase. Where a bidder has only made a qualified or conditional offer, such as 'subject to contract' or 'subject to survey', they are free to withdraw at any time.

It might be different if the phrase 'subject to contract' was introduced, not by the bidder, but by the client. Lord Justice Cohen observed that it would not be fatal to the agent's case if the client accepted, subject to contract, an unqualified offer made by an intending purchaser.