Common use of Land Sales Act Clause in Contracts

Land Sales Act. On 29th November 1988 he received a letter from the plaintiffs' solicitors stating that they were ready, willing and able to settle and nominating a time and place for settlement. Before considering whether the agreement between the parties was rendered illegal, void and unenforceable because it contravened the provisions of the Land Sales Act, it is necessary to determine what was the agreement between the parties. It was submitted for the plaintiffs that there were two contracts on foot, the earlier oral agreement and the later written agreement. In the plaintiffs' amended reply, it is alleged that the oral agreement made between the plaintiffs and the defendants in or about the month of April 1988 was one by which the defendants agreed to sell and the plaintiffs agreed to buy the land referred to in para. 2 of the statement of claim, road licences, certain improvements and chattels for the price of $500,000.00. It is then alleged: 2B It was a term of the said agreement that the plaintiffs were to pay as and by way of a deposit the sum of $30,000.00, which sum was paid on or about the 22nd day of April, 1988. 2C It was a further term of the said agreement that the date for completion of the said agreement was 1st December, 1988. 2D It was a further term of the said agreement that time was of the essence. 2E It was a further term of the said agreement that the plaintiffs were to be entitled to cultivate and to the benefit of a ratoon sugar cane crop upon the said land to be harvested in 1989. 2F It was a further term of the said agreement that part of the land described as Lot 2 on R.P. 736743 containing an area of 2,000 square metres (subsequently orally varied to 9272 square metres) was to be retained by the defendant Xxxxxxxx Xxxxxxx and that the said Xxxxxxxx Xxxxxxx was to cause a plan of survey to be made, approved by the relevant Local Authority, and registered in the Titles Office in relation to the second part. A comparison with ex. 1 shows that it does not include a clause corresponding to cl. 2E. Nor does it contain the alleged oral variation in 2F. So far as the alleged oral variation is concerned, it appears that there was no oral agreement to vary the agreement, but rather that the defendant Xxxxxxxx Xxxxxxx unilaterally extended the excised area, and that this was acquiesced in by the plaintiffs. It was submitted for the defendants that the oral agreement, if there was one, could only have been of the third kind referred to Masters x. Xxxxxxx (1954) 91 W.L.R. 353 at p. 360. The passage in Masters x. Xxxxxxx refers to a situation where parties who have been in negotiation reach agreement upon terms of a contractual nature and also agree that the matter of their negotiation shall be dealt with by a formal contract. The position in this case is not of the kind envisaged in that passage. Xx. X. Stager consulted, a solicitor who acted for both parties in the drawing up of a written contract. The written contract was drawn up by the solicitor on the instructions of Xx. Xxxxxx and then presented by him to the vendors who executed it in its amended form. I consider that the position here was one where the oral negotiations did not result in an immediate binding contract between the parties. In the words of Masters x. Xxxxxxx, it was not “one in which the parties had reached finality in arranging all the terms of their bargain and intended to be immediately bound to the performance of those terms”. Rather was it one where as a result of negotiations the plaintiffs representative sent a draft agreement to the defendants which they signed after it had been amended, and which the plaintiffs who had already signed it before it was amended accepted as amended. Even if it be correct to say, as counsel for the plaintiffs submitted, that an oral agreement was made by the parties they subsequently agreed to be bound by the terms of the written contract. Parol evidence of their prior negotiations is not admissible to contradict, vary, add to or subtract from the written terms in which the parties have recorded their contract. The effect of their making the written contract is that the oral agreement, if