actions, the vendors were in no position to be able to convey the land so they sought a declaration that the contract was repudiated. The House of Lords held that, in such circumstances, a vendor is entitled to ask for the discharge and termination of the contract, but that the contract is not rescinded ab initio, with the result that the contract remains in existence until it is finally terminated. By choosing to ask for specific performance, the vendor had not made a final election, and was able to sue for damages. The vendor, on accepting the purchaser’s repudiation, did not end the contract: Johnson v Agnew [1980] AC 367, p 392

doi:10.4324/9781843141518-222

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actions, the vendors were in no position to be able to convey the land so they sought a declaration that the contract was repudiated. The House of Lords held that, in such circumstances, a vendor is entitled to ask for the discharge and termination of the contract, but that the contract is not rescinded ab initio, with the result that the contract remains in existence until it is finally terminated. By choosing to ask for specific performance, the vendor had not made a final election, and was able to sue for damages. The vendor, on accepting the purchaser’s repudiation, did not end the contract: Johnson v Agnew [1980] AC 367, p 392

ABSTRACT

Johnson v Agnew [1980] AC 367, p 392 Lord Wilberforce: In this situation it is possible to state at least some uncontroversial propositions of law. First, in a contract for the sale of land, after time has been made, or has become, of the essence of the contract, if the purchaser fails to complete, the vendor can either treat the purchaser as having repudiated the contract, accept the repudiation, and proceed to claim damages for breach of the contract, both parties being discharged from further performance of the contract; or he may seek from the court an order for specific performance with damages for any loss arising from delay in performance. (Similar remedies are of course available to purchasers against vendors.) This is simply the ordinary law of contract applied to contracts capable of specific performance. Secondly, the vendor may proceed by action for the above remedies (viz specific performance or damages) in the alternative. At the trial, he will however have to elect which remedy to pursue. Thirdly, if the vendor treats the purchaser as having repudiated the contract and accepts the repudiation, he cannot thereafter seek specific performance. This follows from the fact that the purchaser, having repudiated the contract and his repudiation having been accepted, both parties are discharged from further performance.