Have I screwed up my defense?

[OhNo]

Ok prior to the 25th they had already indicated they were after a reduction ? ( ie what happened leading up to the 25th that you felt obliged to offer smaller reductions - were issues raised from the conveyancing process ?)

I felt obliged because I didn't want the sale to fall apart not because of any real issue that I felt warranted a reduction.

They used an excuse of a drain issue found in the searches but they'd already had several due dilligence site visits with multiple tradespeople and representatives of the company which were conducted before paying and me signing for the deposit. This was a company planning to demolish the property and build three new houses. They said they were not aware of a drain going through the property until the legal searches despite no attempt to hide any manholecovers located next to the front and back doors.

The amount of 25K was exactly the amount they had originally requested to purchase the property some months previously.

EDIT: Sorry I wasn't clear about dates. Their request for a 25K reduction came on the 25th. That resulted in me offering a smaller discount which they then rejected - all on the 25.

[Amethyst]

Ok in which case it's whether that negotiation which took place on 25th broke the chain before they reinstated the full offer on the 30th.

When you went back to them on 30th to say no, did you give reasons ? ( ie did you say 'fed up with you' or ' buyer down the chain has pulled out due to your breaching the agreement ' ) - basically did their action break the chain or did yours ( not in refusing their 25k lower offer but in refusing to proceed after they returned to the full amount )

[OhNo]

On the 25th, I suppose you're right my defence hinges entirely on what happened then. If he made it clear to me that he wasn't willing to honour the purchase for the agreed price and since that purchase is a link in the chain of sale, then doesn't that mean it was his action that broke it simply by going back on what they agreed with me in the agreement as being the purchase price of the property?

If that wasn't the case, then wouldn't I have been able to ask the claimant back in August 2017 as soon as the agreement was signed and paid , "....I will only accept £10 billion" for this house. Then when he refused, I would claim he broke the chain of sale and I would simply pocket the deposit.

Also, wasn't the purpose of this agreement to give both parties certainty in the purchase going ahead at a given price?

EDIT: Just to add I don't think I ever explicitly gave a reason for not wanting to continue on the 29h but suspect its common ground it was due to their sudden price reduction request on the 25th.

[Amethyst]

The issue will come down to why the full offer on the 30th was turned down.

Was it because the chain had already collapsed due to their earlier reduced offer ?

The deposit was refundable unless they caused the chain to break.

There was somewhere price negotiation away from their original price offer ( which was subject to survey but in reality they tried it on ) however they returned to the original agreed price. So did the chain break because of them or was it all fine ( ignore hassle/stress etc ) and could reasonably have proceeded when they returned to the full price on the 30th - however you then refused that so you caused the breach.

Sorry if I'm not explaining myself very well am I...

Basically that that you were annoyed with them mucking you about is irrelevant. They offered to pay the original agreed amount - you turned it down - thus you need to show that their earlier reduced offer caused the chain to break before they returned to the full offer. Ie. had you accepted on the 30th the chain wouldn't have been broken and the sale would have gone through.

If they hadn't returned to their full offer then you'd have been entitled to withhold the deposit. IMO R0b any thoughts ?

[OhNo]

The issue will come down to why the full offer on the 30th was turned down.

<snip>

Sorry if I'm not explaining myself very well am I...

Basically that that you were annoyed with them mucking you about is irrelevant. They offered to pay the original agreed amount - you turned it down - thus you need to show that their earlier reduced offer caused the chain to break before they returned to the full offer. Ie. had you accepted on the 30th the chain wouldn't have been broken and the sale would have gone through.

I think you are explaining yourself very well indeed it is just me who is a bit thick ! As a software engineer and mathematician I'm ok with numbers but terrible with words ! Also to add I am extremely grateful for going through this even though it is quite painful but also very interesting to see what their argument is likely to be (I had no idea!)

Ok, so my argument would be that this chain referred to in the agreement was broken on the 25 by them because it left me with no choice but not to continue. i.e. Their action directly caused me not to deal with them. If they'd changed their offer to 1p and I didn't agree to proceed on that basis and made it clear I would not, then surely it is the act of not anymore agreeing to purchase for the agreed price that is the cause of the transaction to not go ahead and since that transaction is a part of the chain of sale, then the chain fails? When they came back on the 30 with the full offer again, is that not a new offer at a new time?

Is that likely to be my best argument (which I've based on comments you've made so far as to what the claimant might say) ?

If its clear cut I'm likely to lose I'll probably not proceed and try to make an offer (I'd already made an offer of £900 that was rejected over a year ago). I definitely don't want to represent myself in court - I would find that very, very hard and would probably be a blubbering wreck.

Thanks once again.

[Amethyst]

I don't think the new offer argument will work. You'd need to show that the reduced offer actually broke the chain - there's only a five day period before it was rectified. I can't see that you had no choice but not to continue - on the 25th up to the 30th I agree, you couldn't proceed, but on the 30th their offer was the previously accepted offer and there doesn't ( other than you being annoyed and possibly having changed your mind on the sale ) seem to be a reason why the sale couldn't have gone ahead on the original terms - thus it could be deemed you broke the agreement to sell, not they. If others in the chain pulled out because of the delay .... which would seem extreme within 5 days.

Did anything actually happen on the 29th as they claim to rely on that date as your breach of the agreement ? Guessing that's when you said you'd had enough and wouldn't sell to them and they came back with the full offer after that.

The emails would all be disclosed and submitted to evidence so it could be worth going through those from a court point of view ( ie without emotion just looking at the facts )

Also what happened with the property after ? It will be relevant ( if they show you simply changed your mind and used the lower offer as an excuse to pull out for example )

You don't want a CCJ so unless you defend the case you are going to want to try and negotiate a settlement out of court - you could push through to mediation on the defence you have in place and settle under a mediation agreement - although if you can't do it in full you would need to try negotiate affordable installments.

It feels like they called your bluff and lost ( good for you tbh ) but contractually it does seem the deposit should have been refunded . Unless there was something major happened in between 25th and 30th that did break the chain and didn't just give you second thoughts about selling. I just don't think your argument is strong enough I'm afraid. That is just my view so do see what others do think. You do have time - the claimant has 28 days to go back to the court now to say if they wish to proceed before you have directions questionnaires, then it gets allocated to track, mediation and moved to your local court for directions and hearing. Usually it's about 3/4 months between filing defence and getting a hearing date as an idea.

[OhNo]

Many thanks indeed even though it was not what I was hoping for. I don't understand how they can renege on the agreement and then five days later re-instate it. Is you view that I would have very little chance or that I would have some chance but you believe the claimant has more chance?

As a quick aside, I've just noticed that MCOL have a new entry today that says my claim has been transferred to a named local court. The court named is more convenient for the claimant and also they are a ltd company. From reading around, shouldn't there have been some opportunity already for both claimant and defendant to name which court they would prefer?

Edit: You were absolutely spot on about them calling my bluff. They were very upset at the result as am I. Regardless of the law, it really doesn't feel like justice.
Edit2: We didn't sell the property and are still there now. It was all too much and we didn't want to go through it again.
Edit3: I suppose the only major thing that happened between the 25th and 30th was that we offered (I checked) 5K to keep the sale from falling through. When that was rejected, I thought it was all over.

[R0b]

Hello

Sorry I'm late in responding, struggled to understand the position and where you are at. Can I ask:-

1. In your defence you said that based on some written legal advice you were told that the Claimant had reneged on their offer to purchase the property. Did that advice give point to or indicate how or why the Claimant broke the chain of sale?

2. Is there a written definition or understanding in the contract of the meaning of the expression "breaking the chain of sale" or anything that says what is not considered to be breaking the chain of sale? As you've given us an extract of the contract, anything we might say is limited to what you've supplied.

3. Maybe I've missed it but if the offer was reinstated to the full asking price, why did you reject their full offer? Did you in any way before the offered the full price again say that they had broken the chain of sale?

4. The for the sake of £2,500 and a court claim, why not just give them back the full deposit in full and final settlement, why only offer £900? have you spent it already?

[OhNo]

Hello

Sorry I'm late in responding, struggled to understand the position and where you are at. Can I ask:-

1. In your defence you said that based on some written legal advice you were told that the Claimant had reneged on their offer to purchase the property. Did that advice give point to or indicate how or why the Claimant broke the chain of sale?

2. Is there a written definition or understanding in the contract of the meaning of the expression "breaking the chain of sale" or anything that says what is not considered to be breaking the chain of sale? As you've given us an extract of the contract, anything we might say is limited to what you've supplied.

3. Maybe I've missed it but if the offer was reinstated to the full asking price, why did you reject their full offer? Did you in any way before the offered the full price again say that they had broken the chain of sale?

4. The for the sake of £2,500 and a court claim, why not just give them back the full deposit in full and final settlement, why only offer £900? have you spent it already?

Hi, thanks for your reply and one day doesn't seem "late" in responding to me - I'm lucky you've responded at all.

1/ No it didn't and perhaps crucially it was provided after I'd said I didn't want to proceed but before they re-instated the full offer. It was provided by the same high street solicitor that handled the sale and purchase and was provided for free - I can probably copy/paste if helpful. A second opinion is invaluable to me and I hope it isn't being seen as "pitting one solicitor against the other!" As I say it was also provided on less information than you have.

2/ No there isn't. I provided the full text with only names redacted. I don't want to waste your server space by uploading again but if on the 1st page of this thread you search for "redacted_Offer_Letter.pdf" that is the full version - it is very short.

3/ I rejected their full offer because prior to that but soon after the rejection of my 5K reduction offer we spent a long weekend chewing it over and wondering and sweating over what we should do. We nearly decided to accept his reduction in full. In the end since I take medication for anxiety and depression I decided I couldn't let this stressful situation continue any longer and decided we couldn't accept his offer of 25K below that agreed and therefore we thought at that time the only other option was to not to proceed. Despite wanting very much indeed to move into the new house we thought our only option was to accept the 25K reduction or have the sale abandoned.

4/ I still have the deposit. I felt that to give them back the deposit seems to make of mockery of the purpose of the deposit and also because I was very annoyed that (in my view) he caused the sale to fall through. Had he not played any last minute reduction request games, there is no doubt everything would have gone through as planned. The £900 was calculated due to my legal fees for the purchase/sale amount to £1600 at that stage and thus if I had paid a further £900 then I would not have been out of pocket (financially at least) and also I would not have made a "profit" out of the whole thing which is not something I seek.

As you can probably gather, I'm a worrier!! Do you think I should pay up and let (IMO) this $£%$£"% get away with what he has done and do the same to the next person? At least that way it would be behind me. I'm starting to feel like that. Would I also owe interest if I paid before trial?

Thanks again for reading.

[R0b]

So based on what you said, I would say that you implicitly broke the chain of sale and it is reasonable for the Claimant to pursue a refund of their deposit. My reasons for that line of thinking is because:-

1. There is no specific definition of 'breaking the chain of sale' and so it would be up to the court to decide what is meant by that. By way of analogy, in cases of negligence, you have to establish what is known as causation i.e. the act of causing something. It is well developed in negligence that 'breaking the chain' of causation requires there to be an intervening act which was so substantial that it broke the chain, then the person alleged to have been negligent is not liable. Applying the same principle here in the context of a sale and purchase of a property, there must be a substantial intervening act that causes the chain to break.

Absent a specific definition, I do not think that a buyer, who decided to reduce the offer price albeit is prepared to continue with the sale, would have caused an act so substantial to break the chain. The only way I can see the chain being broken is if the Claimant explicitly said they were not prepared to go through with the sale or by some implied act suggests they are not prepared to purchase the property. I just don't think it would be enough to say the chain of sale is broken.

2. In any event, I noticed in the letter that it said the Claimant was prepared to offer X, subject to the usual conveyancy. That last part I think is crucial; it is qualified by the words 'subject to' and I think that gives the Claimant further scope to argue that the price offered was subject to the usual checks on the title, searches etc. all coming back without concern. If there was any concerns, then it would be reasonable (and probably sensible) for the Claimant to reduce the offered based on those concerns. Nonetheless, it comes back to my point above in that the reduction of the price was reasonable and in the context of a property sale and purchase, is commonplace.

So, I guess it comes back to your refusal of the offer by the Claimant at the asking price. The fact you believe to be messed around probably doesn't warrant you refusing the asking price and on that basis, I can't see any plausible explanation so far to say you had good reason to refuse the asking price thus, the breaking of the chain lay at your door, not the Claimant's.

Of course this is only my interpretation and it is feasible someone else might take the complete opposite view. There may be some property case law that provides a definition of what is meant by breaking the chain of sale but I'm not a property litigator so I wouldn't know.

[Amethyst]

Thanks R0b xxx

Sorry OhNo - I was kinda hoping for you that I'd missed something but seems R0b has reached the same conclusion.

So you have said yes to mediation in the directions questionnaire ( if not yet then you should when you send it in ) and that would be a good time to negotiate out of court settlement- via instalment under a mediation agreement without having a ccj against you - if you feel that's appropriate.

[des8]

Quote from post 11: "Around 2 months later on the day or thereabouts contracts were due to exchange the developer said he had found some issue with drains and wanted a 25K reduction in order to proceed with the purchase. After a couple of emails on that day I was at the end of my tether and offered him 5K (or was it 10k I'd need to check) and then he replied that that "...wasn't nearly enough..."."

That IMO says the purchaser had pulled out.
Would be interesting to see the exact wording of that exchange.

[charitynjw]

I'm tending to agree with des8 on this.

There was an offer, an acceptance, consideration & an intent to create legal relations, all based on the original figure.

Then, at the last minute, the purchaser found reason to renage on this, or to unilaterally impose a different term.

Imho, the seller is therefore within his/her right to consider the contract to have ended & be breached.

The fact that the seller came back some time later to try to re-establish on the original terms is irrelevant....it would be for the 'injured' party to decide whether to proceed as originally agreed.

Only my opinion, I'm no expert.

What hasn't been considered here is how this 'breach' might have affected the OP (Housing sale chain)

[R0b]

Both fair points, and I would agree if the letter had simply said that the claimant has agreed to purchase the property for X. However, it didn't and was caveated by the words subject to the usual conveyancy.

So if the Claimant had reasonable belief that the drainage had an issue on the advice of the solicitor, then I do not see that as breaking the chain of sale, rather re-negotiating the price based on issues found through the usual conveyance process as per the expression subject to the usual conveyancy.

It will certainly turn on the facts and intention of the parties and that is the risk here.

[charitynjw]

Both fair points, and I would agree if the letter had simply said that the claimant has agreed to purchase the property for X. However, it didn't and was caveated by the words subject to the usual conveyancy.

So if the Claimant had reasonable belief that the drainage had an issue on the advice of the solicitor, then I do not see that as breaking the chain of sale, rather re-negotiating the price based on issues found through the usual conveyance process as per the expression subject to the usual conveyancy.

It will certainly turn on the facts and intention of the parties and that is the risk here.

Was there in fact really an issue with the drains, or was it just a ploy?

I would take the words "subject to.....etc" as meaning "If we find a problem, we reserve the right to pull out of the deal."