DONOWA AND OTHERS v DONRIDGE HEIGHTS LTD (TRINIDAD AND TOBAGO)

[2024] UKPC 18, Judicial Committee of the Privy Council, Lord Hodge, Lord Briggs, Lord Hamblen, Lord Stephens and Lord Richards, 27 June 2024

Development agreement – Sale or agency contract?

The appellants entered into an agreement with a development company, Greenfield Properties Ltd ("Greenfield"), which wished to acquire and develop the property owned by the appellants. The parties entered into an agreement in 2006 ("the 2006 Agreement") under which Greenfield paid to the appellants the sum of 1 million Trinidad and Tobago dollars and it also agreed to pay the balance of the market value of the property in its undeveloped condition in half-yearly payments thereafter, and to pay to the appellants 55 per cent of the net profits of the development at completion. Neither of these latter two sums were paid to the appellants. Greenfield subsequently entered into contracts for the sale of seven lots to the respondents, Donridge Heights Ltd ("Donridge"). Donridge paid Greenfield deposits amounting to approximately 2.034 million Trinidad and Tobago dollars.