[2024] EWHC 3625 (TCC)

Mr Lomax purported to exercise Option F on 27 June 2019.

Clause 8 of Option Agreement F provides that, on the date of exercise of the option, Mr Lomax “will pay” the deposit to the Defendants’ conveyancer “as stakeholder on terms that on completion… the accrued interest is paid to [Mr Lomax].”

It is common ground that no deposit was paid.

It is also uncontroversial that, leaving aside the non-payment of the deposit, the option was exercised validly.

The first issue to be determined is whether, as a consequence of no deposit having been paid, the purported exercise of the option was invalid or, in other words, whether the requirement for Mr Lomax to pay the deposit was a condition precedent of exercising Option F.

The Defendants’ case is that the payment of the deposit is a condition precedent of any liability being accrued under the contract. Mr Lomax advances the contrary case.

This is covered at paragraphs 277 to 286 above.