Purchaser not entitled to rescind contract for sale of land

Contract law – specific performance – rescission - whether contract rescinded – agreement to purchase land for purchase price of €862,000 - purchaser purported to rescind the contract, by reason of what is said to be the inability of the vendor to close the sale on the expiration of the period of 28 days fixed for closing by the completion notice - service of the completion notice - whether the vendor, and/or the purchaser, was in a position to comply with certain title requirements, and certain general and special conditions relating to the mode and place of closing - parties agree that the contract for sale is valid - the vendor has validly rescinded the contract – validity of the completion notice - completion notice was valid at the date of service - arguable lack of clarity in the letters from the purchaser – inter partes correspondence - three bank drafts were made available on the 28th December, 2012, therefore the purchaser was not in a position to close until that date - when the vendor was in a position to close - option of closing on Friday the 21st December, 2012, had no reality - purchaser was in funds and was able to close within the period of the completion notice but the vendor was not - additional requisitions - no satisfactory explanation was provided by the vendor as to the reasons for the delay - effect of service of a completion notice - time was not of the essence in respect of the agreed closing date in the agreement for sale in the present case, thus the service of the completion notice under General Condition 40 had the effect that the purchaser was obliged as a matter essential to the contract to complete the sale within a period of 28 days after the date of service - service of the completion notice creates mutual obligations - failure of one party to meet the obligations made essential by virtue of the service of a valid notice means that the innocent party may rescind the contract for breach by the other of that essential term - completion notice may be waived, or extended by agreement - general law with regard to the effect of an agreement to extend the time for closing - an extension of time will, without more, destroy the essential element of a time provision - the correct proposition of law is that if time is originally of the essence of a contract, an agreed or permitted extension of time will not destroy that essential element, but that if time is not of the essence the continuation of negotiations toward agreeing a new date following expiration of the time fixed by a completion notice will not at common law have the effect that time is of the essence of the extended period, unless that is made clear by the innocent party - effect of General Condition 40(f) - whether the agreement to extend must be made in the currency of the notice - must at the time of the agreement to extend the notice be an extant notice - that as the agreement to extend the closing date was made after the expiration of the completion notice on 2nd January, 2013, that time was not of the essence of the extended period - the innocent party may reserve his or her rights under a notice - without prejudice correspondence - the use of formulae by the solicitor for the purchaser in her correspondence suggestive of the reservation of rights had no meaning as the purchaser had no right to rescind before the end of the period provided by the completion notice - did not have a right to rescind the contract for sale in reliance on the completion notice of the vendor – Court not satisfied that the solicitor for the purchaser clearly and unequivocally reserved her client’s right to rescind by virtue of the failure of the vendor to be in a position to close - purchaser encouraged the vendor to close on a later date - continued to engage as if the contract subsisted and indicated a willingness to close thereafter – purchaser did not have a right to rescind the contract for sale in reliance on the completion notice of the vendor.