Amalgamated Investment & Property Co Ltd v John Walker & Sons Ltd [1977] 1 WLR 164
Contract – Common Mistake – Frustration of Agreement – Historic Interest – Property – Formation of the Contract – Mutual Mistake – Sale
Facts
The defendant, John Walker & Sons Ltd, advertised their warehouse for sale, either for occupation or redevelopment of the property. It had been previously used for making whiskey. The complainants, Amalgamated Investment & Property Co Ltd, bought this warehouse for £1,710,000. In the process of the sale, the complainants had asked the defendants whether the warehouse was registered as an architectural or historic interest building. The defendants had told them that it was not. However, it became a listed building on 22 August 1973 and the contract was signed on 25th September 1973. The defendant was informed that it had become a listed building.
Issues
The complainants argued that the contract should be set aside over the common mistake of the building being listed as historic. Alternatively, they argued for frustration of the contract. The issue in this case was whether the contract could be set aside for common mistake or whether there was frustration of the contract.
Decision/Outcome
The appeal from the complainant was dismissed. It was held that the building was listed on the 27th September 1973 and the contract had not been frustrated nor would it be set aside. The Court of Appeal stated that the complainants had taken on the risk of the warehouse becoming or being listed as an architectural or history building and this was demonstrated by their enquires prior to the sale. In order for a contract to be set aside, there must be a common mistake made during the formation of the contract and sale; this was not the case here.
Updated 19 March 2026
This case summary remains legally accurate. Amalgamated Investment & Property Co Ltd v John Walker & Sons Ltd [1977] 1 WLR 164 is correctly summarised in its core findings: the Court of Appeal dismissed the claim to set aside the contract for common mistake or frustration, on the basis that the listing occurred after contract formation and the buyer had assumed the relevant risk. The underlying legal principles regarding common mistake at common law — requiring the mistake to exist at the time of contract formation and to be shared by both parties — remain good law, confirmed in Great Peace Shipping Ltd v Tsavliris Salvage (International) Ltd [2002] EWCA Civ 1407, which is the leading modern authority on common mistake and should be read alongside this case. The law on frustration as discussed in this case also remains current. There are no statutory changes that affect the accuracy of this summary. Readers should note that one minor factual inconsistency appears within the summary itself: the facts section states the building was listed on 22 August 1973 and the contract signed on 25 September 1973, whereas the outcome section states the listing occurred on 27 September 1973 — readers should consult the original report to confirm the precise dates, as this discrepancy may cause confusion about whether the listing pre- or post-dated the contract.
