Legal Case Summary
Woodar Investment Development Ltd v Wimpey Construction UK Ltd [1980] 1 WLR 277
Contract – Repudiation – Right to rescind reserved – Purported exercise – Damages – Breach
Facts
Wimpey, the purchasers, entered into a contract with Woodar to buy land. It was agreed that part of the purchase price would be paid on completion of the build. There was a clause in the contract that allowed the purchasers to rescind in the event that an authority were to negotiate an acquisition of the property. Wimpey later sent a notice to rescind the contract to Woodar after it was confirmed that the an Environmental secretarial authority had commenced the procedure for the compulsory acquisition of part of the land. Woodar brought action claiming Wimpey had no right to rescind the contract and also claimed damages for breach of contract.
Issues
Whether the sum outstanding on the purchase was recoverable in action by Woodar and whether Wimpey were entitled to rescind the contract in the circumstances.
Decision / Outcome
The appeal by Wimpey was allowed, overturning the court’s previous decision that the contract has been wrongfully repudiated. It was held that Wimpey had relied on the term of the contract in question. Further, it could not be found that Wimpey had had an ulterior motive to abandon the contract from the beginning and was not to be treated as repudiating the contract. Their conduct did not support a case of repudiation. Therefore, Woodar was not entitled to damages as even though the final sum of money was not paid, the contract had provided for the rescindment.
Updated 20 March 2026
This case summary accurately reflects the decision in Woodar Investment Development Ltd v Wimpey Construction UK Ltd [1980] 1 WLR 277. The House of Lords held that Wimpey’s purported exercise of the contractual rescission clause did not amount to repudiation, and Woodar was therefore not entitled to damages for wrongful repudiation.
The case remains good law and continues to be cited in English contract law, particularly in relation to repudiation and the distinction between a genuine (if mistaken) reliance on a contractual right to terminate and conduct amounting to repudiation. It is also frequently discussed in the context of third-party rights and the rule in Beswick v Beswick [1968] AC 58, following the obiter remarks of Lord Scarman and Lord Keith on recovery of damages for a third party’s loss. Those obiter observations have since been considered in subsequent case law, and the position on third-party rights in contract has been significantly developed by the Contracts (Rights of Third Parties) Act 1999, which now allows third parties to enforce contractual terms in their favour in defined circumstances. Students should be aware that the third-party dimension of this case must now be read alongside the 1999 Act. The core holding on repudiation remains unaffected and is still authoritative.
