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Maples Group Advises Vista Del Mar Development Ltd.

08 Apr 2019

Maples Group's legal services team led by partner Mac Imrie and associate Gemma Freeman successfully defend an appeal brought before the Judicial Committee of the Privy Council (the "Privy Council") in Francis and Anor (Appellants) v Vista Del Mar Development Ltd (Respondents) (Cayman Islands).1

The Maples Group acted for long standing client, Vista Del Mar Development Ltd.

The appeal arose in the context of Vista Del Mar Development Limited's successful application for specific performance of an option to repurchase land under a contract to develop a building plot.  It concerned the consequences that arise if an option holder delays in exercising its option rights (or its rights under a new bilateral contract arising on the exercise of an option) and the circumstances surrounding any delay. 

In affirming the rulings of the Cayman Islands Grand Court and Court of Appeal, the Privy Council confirms the applicable law with respect to the effective exercise of options: (i) an option will only be effectively exercised if exercised in strict conformity with its terms; (ii) where parties have not provided a specified time within which to exercise an option, it must be exercised within a reasonable time (being a question of fact to be determined in light of all the circumstances); and (iii) where an option gives the right to acquire land, its exercise as a matter of law fundamentally changes the relationship between the parties such that the option holder becomes a purchaser and in equity the owner of the property (United Scientific Holdings Ltd v Burnley Borough Council [1978] AC 904 and Shaw v Foster (1872) LR 5 HL 321).  

The ruling also discusses late amendments to pleadings, which are possible where it does not require the Board to make new findings of fact or apply any new principles of law already considered by the local lower courts. 

1 https://www.jcpc.uk/cases/jcpc-2017-0074.html


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