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Cooper v. Luxor (Eastbourne) Limited (1940) HL
The plaintiff had to find a buyer and negotiate the price (i.e., act as an estate agent) in order to help the defendants sell particular movie theaters. After explicitly stating that they needed a specific price, the defendants wrote to the plaintiff, stating that "a procuration fee of £10,000 is to be paid to [the plaintiff] upon completion of the sale of the...cinemas." The plaintiff discovered a buyer who was prepared to pay the defendants' demanded price; nevertheless, the defendants declined to complete the transaction and, as a result, did not reimburse the plaintiff's fee. decided that the defendants were exempt from paying the fee. According to the agreement's specific provisions, payment was only due after a sale was completed. The issue was whether the defendants' promise not to unreasonably stop the sale from being completed would be included into the agreement.
Every contract needs to be evaluated on its own merits. Since an estate agent must anticipate taking on the risk of the vendor withdrawing in exchange for a sizable gain should the sale proceed, there was no need to imply such a term in this instance.
The plaintiff had to find a buyer and negotiate the price (i.e., act as an estate agent) in order to help the defendants sell particular movie theaters. After explicitly stating that they needed a specific price, the defendants wrote to the plaintiff, stating that "a procuration fee of £10,000 is to be paid to [the plaintiff] upon completion of the sale of the...cinemas." The plaintiff discovered a buyer who was prepared to pay the defendants' demanded price; nevertheless, the defendants declined to complete the transaction and, as a result, did not reimburse the plaintiff's fee. decided that the defendants were exempt from paying the fee. According to the agreement's specific provisions, payment was only due after a sale was completed. The issue was whether the defendants' promise not to unreasonably stop the sale from being completed would be included into the agreement.
Every contract needs to be evaluated on its own merits. Since an estate agent must anticipate taking on the risk of the vendor withdrawing in exchange for a sizable gain should the sale proceed, there was no need to imply such a term in this instance.
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