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							                    Privy Council Appeal No. 36 of 2001

(1) Joyce Chaitlal and Ganga Persad Chaitlal
     (in substitution for Kanhai Mahase, deceased)
(2) Dhanierami Jaglal and
(3) Maharani Jaglal                                       Appellants
                                     v.
Chanderlal Ramlal                                         Respondent

                                  FROM

    THE COURT OF APPEAL OF TRINIDAD AND TOBAGO
                 ---------------

            JUDGMENT OF THE LORDS OF THE JUDICIAL
                COMMITTEE OF THE PRIVY COUNCIL,
                    Delivered the 5th February 2003
                        ------------------

                          Present at the hearing:-
                    Lord Hope of Craighead
                    Lord Hutton
                    Lord Scott of Foscote
                    Lord Walker of Gestingthorpe
                    Sir Martin Nourse
                     [Delivered by Sir Martin Nourse]
                        ------------------

1. This is a purchaser’s action for specific performance of an
open contract for the sale of land in Trinidad. The action was
dismissed by Brooks J in the High Court, but the Court of Appeal
(Ibrahim, Hamel-Smith and Jones JJA) allowed an appeal by the
purchaser. The vendor now appeals against the decision of the
Court of Appeal. As the argument before the Board developed, it
became apparent that the principal question for decision is
whether, at a time when no abstract or document of title had been
delivered to the purchaser, the vendor was entitled to give him a
notice making the time thereby specified for completion of the
essence of the contract.

2. Earlier disputes having largely fallen away, the facts can be
stated more briefly than was necessary in the courts below.
Kanhai Mahase, the first defendant in the action, owned land at
Orange Field Road, Chase Village in the ward of Chaguanas. In
1964 part of that land (not the land now in dispute) was purchased
by the plaintiff, Chanderlal Ramlal. There he built a house and
carried on a hardware business with his wife. Also living nearby
were the second, third and fourth defendants: a father, Seegoolam
Jaglal (since deceased) and his two children, Dhanieram and
Maharani Jaglal (“the Jaglals”).

3. Adjoining Mr Ramlal’s land was another parcel of land, also
owned by Mr Mahase (“the disputed land”) with an area of 21,585
square feet. The disputed land was subject to three tenancies held
by third parties, which, between 1969 and 1970, were acquired by
Mr Ramlal, together with the chattel houses standing on the land.
It appears that Mr Ramlal gave Mr Mahase notice of the
assignment of the tenancies and that no objection was made by Mr
Mahase. Rent was tendered by Mr Ramlal to Mr Mahase, but the
amount could not be agreed. The premises being rent controlled,
Mr Ramlal applied to the Rent Assessment Board for the amount
of the rent to be determined.

4. On 13th October 1971 the parties attended before the Rent
Assessment Board together with their respective solicitors: Mr
Marcial for Mr Mahase and Mr Simbhoonath Capildeo for Mr
Ramlal. Before the hearing started the parties entered into an
agreement for the sale of the disputed land by Mr Mahase to Mr
Ramlal at a price of $5,000. In consequence, the application for
the determination of a rent was withdrawn. The agreement was
embodied in a manuscript document, which, with amendments
found at trial to have been incorporated before it was signed, reads
as follows:
      “Rent Assessment Board 13.X.71. We hereby agree for a
      sale to the tenant by the landlord of the parcel of land
      comprising 3¾ lots or thereabouts, with the access thereto,
      on which the three tenancies have been created for the sum
      of Five Thousand Dollars. In addition the tenant will pay
      one year’s land rent, water rates and taxes.”

Further words, evidently intended to describe the land by reference
to the tenancies but of no significance in the present context, were
added. The agreement was signed by Mr Mahase and by Mr
Ramlal, who was described as “Tenant”. It was witnessed by Mr
Capildeo.     It was found at trial that Mr Capildeo orally
represented to Mr Mahase that the transaction would be completed
within a period of 14 days. Although the Court of Appeal appears
to have thought that that was a term of the agreement, it is clear
that that was not the view of Brooks J, who said that the contract
was a patently “open contract” and that no date was fixed therein
for the completion of the sale. Their Lordships proceed on the
judge’s view of the transaction.

5. On the following day, 14th October 1971, Mr Capildeo’s firm
(“Capildeos”) sent Mr Mahase a cheque for $59.80 in respect of
one year’s rent, water rates and taxes. No deposit was paid under
the agreement. About 14 days after the date on which it was
signed Mr Mahase went to Capildeos’ office for the purpose of
signing the deed of conveyance but was told that Mr Ramlal had
left no instructions for the preparation of the deed. Mr Mahase
went back again 10 days or so later, when he was told that a deed
would be prepared soon. Nothing further appears to have
happened until April 1972.

6. The remaining material evidence consists almost entirely of
correspondence between the parties and their solicitors starting on
15th April 1972 and ending on 15th November 1974. In the early
part of this period it was Mr Ramlal who was pressing for
completion. Capildeos addressed letters to Mr Mahase dated 15th
April, 29th April and 5th June 1972. In the first of these, headed
“Re: Chanderlal Ramlal”, they asked Mr Mahase to come to their
office “with respect to the above named” and to “kindly bring all
documents in your possession with respect to same”. In their third
letter they said that Mr Ramlal was ready, willing and able to
complete the purchase. None of the three letters was answered
and Mr Mahase said in evidence that he did not receive them.
With some hesitation Brooks J accepted that evidence, but the
Court of Appeal were of the view that his finding could not be
upheld. The point was hotly contested in the Court of Appeal, but
it has receded in importance before their Lordships, who do not
find it necessary to express a view of their own.

7. On 19th September 1972 Capildeos wrote to Mr Marcial’s
firm referring to the agreement of 13th October 1971 and
requesting them to use their good offices to arrange for the early
completion of the sale. Again, there was no reply and Mr Mahase
denied any knowledge of that letter. Almost a year later, on 5th
September 1973, Capildeos wrote to Mr Mahase, this time by
registered post, threatening proceedings if the matter was not
resolved by 15th October. By that time Mr Marcial was dead. On
3rd October 1973 another firm of solicitors, J B Wilson & Co
(“Wilsons”), wrote to Capildeos stating that they were instructed to
reply to the letter of 5th September. They said:
      “Our client denies entering into any written agreement as
      alleged in your first paragraph. Accordingly, we shall be
      grateful for inspection of and/or copy of the same.”

8. It is agreed that the letter of 3rd October constituted a
repudiation of the agreement of 13th October 1971, available for
acceptance by Mr Ramlal. However, it was not accepted and on
12th December 1973 Capildeos wrote to Wilsons enclosing a
photocopy of the agreement of 13th October 1971 and stating that
the matter must be resolved one way or the other. They added that
Mr Ramlal had “made arrangements for” the sum of $5,000 since
the date of the agreement and was paying interest on the same.
On 7th February 1974 Wilsons wrote to Capildeos as follows:-
      “We are instructed to inform you that our client is prepared
      to complete the sale on the basis of the original agreement.

      Please forward your engrossment to us for execution
      together with your client’s cheque for the consideration.”

9. The next letter produced in evidence was one of 14th May
1974 (see below). However, Brooks J recorded in his judgment
that it was common ground that prior to that letter there was in
existence a letter dated 4th April 1974 written by Wilsons to
Capildeos communicating a deadline date to Mr Ramlal for
completion of the purchase. Although the judge thought it
abundantly clear that Capildeos duly received that letter, they did
not produce it in evidence and maintained that it could not be
located following diligent searches by them to unearth it. Nor
could Wilsons produce a copy from their files, which had been
consumed in a fire at their offices at some time prior to the start of
the trial. Although the position remains obscure, their Lordships
proceed on the basis, first, that a letter dated 4th April 1974 was
written by Wilsons and duly received by Capildeos; secondly, that
that letter did purport to make time of the essence of the contract
by requiring Mr Ramlal to complete the purchase by a specified
date (which must have been prior to 21st August 1974); thirdly,
that the period so limited was in itself reasonable. As will appear,
the question which arises in relation to the letter of 4th April is
whether Mr Mahase was at that date entitled to make time of the
essence of the contract.
10. On 14th May 1974 Capildeos wrote to Wilsons as follows:-
      “Re: Chanderlal Ramlal –vs– Khanhai Mahase

      We refer to previous correspondence re the above.
      We have now obtained the survey plan with respect to the
      parcel of land being conveyed to our client, a copy of which
      we enclose for your files.

      Kindly let us have the number or a copy of your client’s
      vesting deed.     Upon receipt we shall forward the
      engrossment and our client’s cheque.”

No reply having been received, on 10th July 1974 Capildeos wrote
again to Wilsons enclosing a copy of their letter of 14th May. On
1st August 1974 Wilsons replied as follows:
      “Further to the previous correspondence on the above
      subject we have been instructed to inform you that our client
      has decided to stand firm on the deadline communicated in
      ours of the 4th April, last – but will be prepared to
      compromise on the following conditions:-
      (a)    payment for the land in excess of 3¾ lots;
      (b)    completion by the 21st August 1974.
      Our client’s title deed is Numbered 575 of 1953.”

11. The terms of the letter of 1st August are confirmatory both of
the existence of a letter of 4th April and of its having specified a
date by which Mr Ramlal was required to complete the purchase. It
also proposed a variation of the contract in two respects. On 16th
August 1974 Capildeos wrote to Wilsons as follows:
      “Please refer to your letter of 1st August, 1974.
      We are ready to complete pending the following.
      (a)    We cannot trace what has become of the interest of
             one ‘Chuniah’ in Deed No: 4353 of 1929.
      (b)    We note that land in excess includes the access road
             which comprises some 2000 sq. ft. and should be
             deducted from the original parcel contracted to be
             sold.
      That will leave some 800 sq. ft. in excess.
       Please let us hear from you before the 21st August.”
12. On 5th September 1974 Capildeos wrote Wilsons a letter
headed “WITHOUT PREJUDICE”, in which they referred to the
letter of 16th August and the agreement of 13th October 1971.
Having dealt with the area of the excess land, the letter continued:-
      “Having regard to (a) the fact that the issues have now been
      considerably narrowed in this protracted affair and (b) the
      relatively small pecuniary consideration payable on the
      excess, we shall appreciate a compromise and shall await
      your views by return.
      Meanwhile, we have written to our clients on the issue of the
      extent of ‘Chuniah’ in Deed 4353 of 1929.”

13. There was no further correspondence between the parties until
8th November 1974, when Capildeos wrote to Wilsons referring to
their letter of 15th September “and the last paragraph thereof” and,
as to the penultimate paragraph, requesting their views as to what
sum over $5,000 they wanted. On 15th November Capildeos
wrote again to Wilsons purporting to enclose their cheque for
$5000 and the original deed for approval. They gave their
undertaking that as soon as the balance due was agreed their
cheque would be forthcoming. The judge found that no cheque
was enclosed with that letter, which crossed with one from
Wilsons to Capildeos, also dated 15th November. Wilsons’ letter
stated that they no longer acted for Mr Mahase. Soon afterwards
Mr Ramlal learned that Mr Mahase had sold the disputed the land
to the Jaglals for $10,000.

14. On 19th November 1974 the writ in the action was issued
against Mr Mahase. The proceedings were later amended to add
the Jaglals as defendants. The principal relief claimed was
specific performance of the agreement of 13th October 1971; a
declaration that the deed dated 5th November 1974 by which Mr
Mahase had conveyed the disputed land to the Jaglals as joint
tenants was void and of no effect and an order setting aside and
striking it out; alternatively, a declaration that the purported
conveyance to the Jaglals was subject to the agreement of 13th
October 1971 and an order that the Jaglals should transfer the
disputed land to Mr Ramlal.

15. The trial began on 12th April 1991 and the evidence was
concluded by 10th May of that year. There were then lengthy
submissions on each side which took place over a number of days
between May 1991 and January 1993, when judgment was
reserved. Judgment was delivered on 23rd February 1994.
16. On the question of title Brooks J observed that it was not
pleaded by Mr Ramlal that Mr Mahase’s title to the disputed land
was defective or that the interests of Chuniah materially affected
the plaintiff’s title. (An application made late in the trial to amend
the statement of claim in order to raise those points had been
refused.) In any event the judge thought that the evidence on the
whole did not disclose any defect in Mr Mahase’s title. He then
turned to the proof of title:
      “Undoubtedly, independent of any condition for that
      purpose, a vendor of unregistered land (as in this case) is
      under a duty to deliver an abstract of title to the purchaser,
      and to do so within a reasonable time. What is a reasonable
      time is a question of fact for determination by this Court.
      Here, there was in the agreement no stipulation as to title.
      And, Mahase did not deliver an abstract of title to Ramlal in
      the first instance, or provide him with any information as to
      his title deeds. It was not until the 14 May 1974 … that
      Ramlal’s Solicitors requested for the first time a copy of
      Mahase’s vesting deed, as they were entitled to do. That
      was fairly late in the day. Nonetheless, the information was
      supplied by Mahase’s Solicitors (Wilson & Co) by letter
      dated 1 August 1974 … In other words, an abstract or root
      of title not having been provided by Mahase within the first
      two or three months of the agreement, the plaintiff Ramlal or
      his Solicitors should have applied for it or for the necessary
      information as respects the title deeds at a much earlier date
      – rather than some 2½ years later. The plaintiff then was
      guilty of some neglect in failing to apply for information as
      to the first Defendant’s title deeds at an earlier date.”

17. Later, the judge referred to Wilsons’ letter dated 7th February
1974, which he described as “a simple and straightforward request
[to complete] – and one which could easily have been acceded to
by Ramlal”. He added that no information as to title had been
sought by Mr Ramlal up to that stage. It was on the basis that Mr
Ramlal ought to have requested such information that the judge
held that Mr Mahase was entitled, by the letter of 4th April 1974,
to make time of the essence of the contract. Accordingly, in his
view, Mr Ramlal’s failure to complete by the revised date of 21st
August 1974 amounted to a repudiation of the contract which Mr
Mahase was entitled to accept, and did accept, by selling the
disputed land to the Jaglals.

18. Mr Ramlal having appealed to the Court of Appeal, an
injunction was granted restraining the Jaglals from entering onto
the disputed land pending the determination of the appeal. The
Court of Appeal delivered judgment on 12th May 1999. Ibrahim
JA gave a reasoned judgment, with which Hamel-Smith and Jones
JJA agreed. The Court allowed the appeal, holding, first, that
Mr Ramlal had not been guilty of the delay attributed to him, so
that the sale by Mr Mahase to the Jaglals was unlawful; secondly,
that the Jaglals were aware of the agreement of 13th October 1971
and had accordingly purchased subject to that agreement. Ibrahim
JA expressed the view that the preferable form of relief would be
to order the Jaglals to convey the disputed land to Mr Ramlal. Mr
Mahase and the third and fourth defendants appealed against the
decision of the Court of Appeal, the second defendant having died
meanwhile. Mr Mahase is also now deceased and the action has
been reconstituted by the joinder of the executors of his will.

19. In giving judgment, Ibrahim JA said that the real issue in the
case was the effect of the letters of 4th April and 1st August 1974
and the failure to complete on the dates set out in those letters.
Having referred to the obligations of a vendor under an open
contract to make a good and marketable title to the property sold
and to deliver an abstract of his title to the purchaser within a
reasonable time after the date of the contract, he continued:
      “In Trinidad, since there is a system of registration of deeds,
      a vendor seldom, if ever, has in his possession an abstract of
      title similar to a vendor in England. What happens in
      practice is that the vendor supplies the purchaser with
      information that evidences his acquisition of the land in
      question and the purchaser’s attorney uses that information
      as a starting point to search the title. While therefore the
      onus remains on the vendor to produce a proper title, in
      reality the purchaser’s attorney is the one who confirms
      whether the title is good or not. It is in this context that
      Capildeo, once Mahase had acknowledged the contract for
      sale, requested Wilson to supply the registered number of
      Mahase’s title deed.”

20. Ibrahim JA did not decide whether Mr Mahase was entitled to
make time of the essence of the contract by the letter of 4th April
1974. But it seems that he thought that the answer to that
question was, at the least, doubtful. The basis on which he
decided that Mr Ramlal was not at fault in not meeting the
deadline of 21st August 1974 was that he was entitled, by
Capildeos’ letter of 16th August, to raise a requisition as to the
interest of “Chuniah”, and that that requisition had not been
answered by 21st August. Ibrahim JA concluded:
      “Mahase had fixed the new date for completion and it was as
      a result of his failure to respond in time to Capildeo’s
      legitimate request that the deadline was not met. It is quite
      clear, therefore, that Ramlal was not guilty of the delay
      attributed to him and the sale by Mahase was unlawful.

      The Jaglals were aware of the agreement for sale to Ramlal
      and, therefore, they purchased subject to that contract.”
21. In his argument before the Board Mr Guthrie QC, for Mr
Mahase and the Jaglals, submitted that the basis of the Court of
Appeal’s decision was erroneous because it had not been pleaded
on Mr Ramlal’s behalf that Mr Mahase’s title to the disputed land
was rendered defective by the interest of Chuniah and, more
especially, because the judge had refused leave for that plea to be
raised by way of amendment. On the other side, Mr Dingemans
QC, for Mr Ramlal, did not strain to support the Court of Appeal’s
view and even went so far as to describe the Chuniah point as a red
herring. The essence of his submissions was that it was Mr
Mahase, not Mr Ramlal, who was in default on 4th April 1971, so
that Mr Mahase was not entitled to give a notice making time of
the essence at that date.

22. In evaluating Mr Dingemans’ submissions it is convenient to
start by considering the agreement of 13th October 1971 as if its
performance was governed by English law and conveyancing
practice. Being an open contract of unregistered land which did
not specify a date for completion or for the performance of any
other obligation, it contained implied terms: first, that Mr Mahase
had a good and marketable title to the disputed land; second, that
Mr Mahase would deliver an abstract of title to Mr Ramlal within a
reasonable time from the date of the contract; third, that both Mr
Mahase and Mr Ramlal would complete the contract within a
reasonable time from the like date. The second of those periods
would necessarily be of longer duration than the first. More
significantly, it would not be until after Mr Mahase had delivered
an abstract that Mr Ramlal would come under an obligation to
complete.

23. What differences are there in the law and conveyancing
practice of Trinidad and Tobago? Mr Guthrie referred their
Lordships to The Land Laws of Trinidad and Tobago (1986) by
Professor J C. Wylie, who was a part-time legislative draftsman to
the Government of Trinidad and Tobago between 1978 and 1982.
From this it appears that, before 1981, while conveyancing in
Trinidad and Tobago was based largely on the pre-1926 English
system, most land there was subject to a universal registration of
deeds system, registration being effected by the insertion of the
original deed into the Registry books. That meant that a
land-owner was unable to keep his original title documents; the
most he could do was to retain copies of them. Under the heading
“Investigation of Title” appear the following passages:
      “2.19.   Once a contract for sale was entered into, the
               purchaser’s solicitor or barrister would usually
               instruct a searcher to make a search of the indexes
               relating to deeds kept in the Registrar General’s
               office. The principal index was the Index of
               Deeds, which was essentially a ‘names’ index based
               on an alphabetical list of the names of the parties to
               every registered deed …

      2.20.    There was no system of official searches made by
               Registry officials, in respect of which a guaranteed
               certificate could be issued, as is common in other
               jurisdictions with a Registry of Deeds. Instead, the
               private searcher was expected to draw up from his
               searches what was in effect an abstract of title. This,
               it should be noted, was furnished by a searcher
               employed by the purchaser’s solicitor or barrister
               and not furnished by the vendor by way of
               deduction of title, which was, of course, the
               traditional English conveyancing practice.”

24. Mr Guthrie relied on those passages as support for a
submission that in Trinidad and Tobago a vendor is not only under
no obligation to deliver an abstract of title; he is under no
obligation to provide the purchaser with any information as to the
title, unless and until he is requested to do so. Their Lordships are
unable to accept that submission. It is clear from the judgments in
the courts below (see paragraphs 16 and 19 above) that it would
not have been accepted either by Brooks J or by the Court of
Appeal. Although the view of Brooks J is not as clearly expressed
as that of Ibrahim JA, it seems that he thought that the vendor
would be under a duty to provide the purchaser with information
as to his title deeds, at any rate for the first two or three months
after the date of the contract. Ibrahim JA said that what happened
in practice was that the vendor supplied the purchaser with
“information that evidences his acquisition of the land in
question” and that the purchaser’s attorney used that information
as a starting point to search the title. In their Lordships’ view the
practice there stated must be taken to represent an obligation
imposed by law on the vendor. It is inconceivable that the law, at
any rate in the first instance, would relieve the vendor of all
responsibility for doing what he could to satisfy the purchaser as to
his title.

25. In the present case, by their letter of 15th April 1972,
Capildeos asked Mr Mahase to bring to their offices all documents
in his possession with respect to the transaction. Mr Guthrie
sought to suggest that that request did not extend to documents of
title, but if that was so it would be difficult to know to what it did
extend. Between then and 3rd October 1973 the delay seems to
have been all on the part of Mr Mahase. On the latter date he
denied having entered into any written agreement for the sale of
the disputed land. It was not until 7th February 1974 that he
affirmed the agreement of 13th October 1971. Wilsons’ letter of
that date included a request for the forwarding of an engrossment
for execution, but it is impossible to see how that could have been
done without Capildeos being supplied with information that
evidenced Mr Mahase’s acquisition of the land, in particular a
copy of, or access to, the conveyance to him of the disputed land.
In their Lordships’ opinion, on 7th February 1974 Mr Mahase
came under a duty to give that information to Mr Ramlal;
conversely, Mr Ramlal was under no obligation to request Mr
Mahase to give it to him.

26. Their Lordships are of the further opinion that there was no
change in the position during the eight weeks between 7th
February and 4th April 1974. The obligation on Mr Mahase to
supply Mr Ramlal with the appropriate information continued, it
being impossible to say either that there was a waiver of the
obligation during that period or that Mr Ramlal himself came
under an obligation to request the information. The question is
whether, in that state of affairs, Mr Mahase was entitled to give Mr
Ramlal a notice making time of the essence of the contract.

27. On either or both of two related but distinct grounds that
question must be answered in the negative. The first ground, the
ground preferred by Mr Dingemans, is that when time is not
originally made of the essence of the contract one of the parties is
not entitled by notice to make it so unless the other party is in
default. In the case of an open contract, where it is implied that
completion or the performance of any intermediate obligation will
take place within a reasonable time, it is only after the passage of
such a time that a notice can be given because, until then, there has
been no default in the performance of the contract. Thus in Green
v Sevin (1879) 13 Ch D 589, Fry J said, at p 599:
      “It is to be observed that the contract for purchase had
      limited no time for completion, and that, therefore,
      according to the rule in this country, each party was entitled
      to a reasonable time for doing the various acts which he had
      to do. What right then had one party to limit a particular
      time within which an act was to be done by the other? It
      appears to me that he had no right so to do, unless there had
      been such delay on the part of the other contracting party as
      to render it fair that, if steps were not immediately taken to
      complete, the person giving the notice should be relieved
      from his contract.”

In the present case, as at 4th April 1974 there had been no delay,
and therefore no default, on the part of Mr Ramlal. Not until Mr
Mahase had supplied him with the appropriate information as to
title could he have come under any obligation to complete.

28. The related but distinct ground is that the party serving the
notice purporting to make time of the essence must himself be
ready, able and willing to complete at the date when the notice is
served. This is an express requirement of the conditions
commonly incorporated in contracts for the sale of land in this
country, but it does no more than express what would in any event
be implied by law; see Halsbury’s Laws of England, 4th edition,
vol 42 (1999 reissue), para 121, note 7 and the cases there cited.
It is evident that the requirement cannot be satisfied where the
party serving the notice is himself in default. In the present case,
on 4th April 1974, Mr Mahase was in default through not having
supplied Mr Ramlal with the appropriate information as to title.

29. For these reasons, their Lordships are of the opinion that the
letter of 4th April 1974, whatever its terms may have been, could
not have made time of the essence of the contract. Nor was there
anything in the subsequent correspondence to make it so. In their
letter of 1st August 1974 Wilsons informed Capildeos that Mr
Mahase had decided “to stand firm on the deadline communicated
in ours of the 4th April, last”, but that he would be prepared to
compromise on two conditions: first, that Mr Ramlal should make
payment for the excess land; second, that completion should take
place by 21st August 1974. While it could perhaps be argued that
the final paragraph of Capildeos’ reply of 16th August constituted
a recognition of the revised completion date, no agreement was
ever reached as to the amount to be paid for the excess land. In
the circumstances, there was never any concluded agreement for a
compromise as proposed in Wilsons’ letter of 1st August and time
was never made of the essence of the contract. Accordingly, Mr
Ramlal, not having been in default on 5th November 1974 when
Mr Mahase conveyed the land to the Jaglals, thereupon became
entitled to relief against Mr Mahase.

30. As for the Jaglals, Ibrahim JA was of the view that they were
aware of the agreement for sale to Mr Ramlal and therefore that
they purchased subject to that agreement. In their Lordships’
view, however, it is doubtful whether the evidence adduced at the
trial established that the Jaglals had actual notice of the agreement
of 13th October 1971. But whether they did or not, it is clear that
they had actual notice of Mr Ramlal’s occupation of the disputed
land and were thus fixed with constructive notice of all his rights
over it; see Hunt v Luck [1902] 1 Ch 428. Accordingly, Mr
Ramlal also became entitled to relief against the Jaglals.

31. Their Lordships are of the opinion, though for somewhat
different reasons, that the decision of the Court of Appeal was
correct and ought to be affirmed. The Court of Appeal’s order
does not specify the relief to be granted to Mr Ramlal. It appears
that he is entitled to a declaration that the agreement of 13th
October 1971 ought to be specifically performed and an order that
the two surviving Jaglals should convey the disputed land to him.
The matter will be remitted to the High Court for the perfection of
the order.

32. Their Lordships will accordingly dismiss the appeal with
costs.