Hollington v Rhodes [1951] 2 All E.R. 578
ESTATE CONTRACTS – LAND CHARGES – UNDERLEASES – GRANT OF HEADLEASE
Facts
In 1945 a draft underlease for a fixed term of seven years was agreed between the claimants (C) and the defendants (D), although D failed to complete their counterpart to the estate contract. In 1947 D sold the head lease to a third party, with notice that C held an underlease for seven years. The third party served a notice to quit on C, on the grounds that C were yearly tenants only, and did not enjoy the benefit of a fixed term. C brought an action against D for breach of contract.
Issues
The facts of Hollington raised several issues, namely: Whether or not an estate contract which had not been registered as a land charge would bind a purchaser with notice; whether a vendor who contracts to grant an underlease but sells before completion is liable for breach of contract; whether there is a duty to register an estate contract so as to preclude any action for breach of contract.
Decision/Outcome
An estate contract could not bind a purchaser unless registered, even where a purchaser has actual notice of it; s.13(2) Land Charges Act 1925 and s.199(1)(i) Law of Property Act 1925 applying. However, the fact that such a contract was not registered would not prevent an action for breach of contract where the headlessor had sold the headlease prior to completion. In the circumstances, the court found that no such contract existed between C and D but, if it had, D would have been in breach and C would have been entitled to substantial damages.
Updated 20 March 2026
This article remains broadly accurate as a summary of the 1951 decision in Hollington v Rhodes. The core principles it describes — that an unregistered estate contract cannot bind a purchaser even where that purchaser has actual notice, and that failure to register does not bar a claim for breach of contract against the contracting party — continue to reflect the law.
However, readers should note that the statutory framework has been updated. The relevant provisions are now found in the Land Charges Act 1972 (which replaced the Land Charges Act 1925) and the Law of Property Act 1925 s.199(1)(i) remains in force. The 1972 Act consolidated and re-enacted the land charges registration regime; the principle established in Hollington v Rhodes is preserved under that Act. References in the article to s.13(2) of the Land Charges Act 1925 should therefore be read in light of the 1972 Act. This does not affect the accuracy of the case summary itself, but students relying on this article for current statutory references should consult the Land Charges Act 1972 directly.
The case remains a standard authority on the doctrine of notice and the land charges registration system as it applies to unregistered land, and is still cited in that context in academic and professional materials.
