[2025] UKUT 178 (LC)

By this ground Mr Grant KC seeks to build on the suggestion made by the Master of the Rolls in Ralph v Ralph that where a document has not been negotiated the FSHC test for the rectification of commercial documents may be inapplicable.

The facts under consideration in Ralph v Ralph were very different from those in issue here, even though Ralph v Ralph was about a TR1. The dispute there was not between vendor and purchaser, who had negotiated the terms of sale and purchase, but between the two persons comprising the purchaser whose solicitor had ticked a box without asking them. And the dispute was not between arms-length parties but between family members. It is obvious that that scenario is very unlike the commercial scenario in issue in FSHC. The present dispute however is between vendor and purchaser, who never met but who did communicate via the estate agent and who then through their solicitors negotiated the terms of the contract (including special conditions relating to matters that needed to be made good in the new house (see paragraph 14 above)). This does not seem to me to be an appropriate case in which to pick up and develop the Master of the Rolls’ suggestion and I decline to do so – particularly since the appeal so clearly succeeds on the other grounds.