Rectification of Land Conveyancing Documents Based on Common Intention: Drysdale v Purvis [2022] CSOH 66

Introduction

The case of Robert Drysdale against Robert Purvis and others ([2022] CSOH 66) adjudicated by the Scottish Court of Session addresses intricate issues surrounding land conveyancing, rectification of legal documents, and the interpretation of mutual intent in property transactions. The dispute primarily revolves around the sale of a portion of Cavelstone Farm in Kinross, involving longstanding acquaintances, contractual misunderstandings, and subsequent rectifications to align the legal documentation with the parties' original intentions.

Mr. Drysdale, represented by his daughters due to his incapacitation, sought to declare ownership of a portion of Cavelstone Farm not included in the 1995 disposition favoring Mr. Purvis. Concurrently, Mr. Purvis pursued rectification of the missives and disposition to include the steading initially intended for purchase. The case intricately weaves aspects of contract law, rectification under the Law Reform (Miscellaneous Provisions) (Scotland) Act 1985, and the evidentiary challenges posed by aging and memory impairments of key witnesses.

Summary of the Judgment

Lord Turnbull delivered the opinion for the court, addressing three interconnected actions: the declarator case, the rectification case, and the contract case. The court found in favor of rectifying the missives and disposition to include the steading initially intended but erroneously excluded due to solicitor oversight. Consequently, the declarator action brought by Mr. Drysdale was dismissed, while the contract action initiated by Mr. and Mrs. Purvis failed due to insufficient evidence of a binding agreement regarding the sale of the remaining land.

The rectification was justified under section 8 of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1985, as the original documents did not accurately reflect the common intention of the parties involved. The court emphasized the objective assessment of mutual intentions and the necessity of rectifying documents to prevent injustice arising from clerical or interpretative errors.

Analysis

Precedents Cited

Lord Turnbull referenced several key legal precedents and statutory provisions to underpin the court’s decision:

Law Reform (Miscellaneous Provisions) (Scotland) Act 1985: Specifically, section 8, which provides for the rectification of defectively expressed documents to reflect the common intention of the parties.
Patersons of Greenoakhill Ltd v Biffa Waste Services Ltd 2013 SLT 729: Discussed the objective assessment of antecedent agreements and common intentions in rectification cases.
FSHC Group Holdings v GLAS Trust Corp Ltd [2020] Ch 365: Explored the distinction between objective and subjective tests for rectification based on antecedent agreements versus common continuing intentions.
Briggs of Burton Plc v Doosan Babcock Ltd [2020] CSOH 100: Highlighted the lack of basis in the 1985 Act for adopting two distinct forms of rectification but acknowledged the principles for interpreting "intention".

Legal Reasoning

The court undertook a meticulous examination of the evidence, considering the reliability of witness testimonies amidst challenges posed by the advanced age and impaired memories of key individuals involved in the 1995 transaction. The absence of original correspondence and reliance on copy letters further complicated the matter.

Lord Turnbull assessed the credibility of Mr. Purvis’s testimony, corroborated by observed conduct over the ensuing years, which included significant investments and modifications to the steading—actions that implied an understood ownership not reflected in the original disposition. The court concluded that the omission of the steading in the legal documents was a catastrophic error by the solicitors, not a reflection of the parties' mutual intent.

In evaluating the contract case, the court determined that the evidential burden was not met to establish a binding agreement regarding the future sale of the remaining land. The lack of clear, enforceable terms and the intrinsic nature of the relationship based on personal friendship rather than a formal business arrangement undermined the plausibility of a contractual obligation.

Impact

This judgment reinforces the importance of meticulousness in legal document preparation, especially in conveyancing. It underscores the judiciary’s willingness to rectify legal documents to align with established mutual intentions, thereby preventing unjust outcomes arising from technical errors. The case also elucidates the application of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1985 in real estate disputes, potentially serving as a precedent for future cases where rectification is necessary to reflect common intentions.

Furthermore, the failure to uphold the contract action highlights the stringent requirements for establishing binding agreements in property transactions, particularly emphasizing the need for clear, mutually acknowledged terms.

Complex Concepts Simplified

Rectification of Legal Documents

Rectification is a legal remedy allowing the correction of mistakes in written contracts to reflect what the parties actually intended. In this case, the original sale documents mistakenly excluded part of the steading that both parties had intended to include. The court ordered rectification to correct this oversight, ensuring that the legal documents matched the mutual understanding of the parties involved.

Common Intention

Common intention refers to the shared understanding and agreement of the parties involved in a contract regarding its terms. The court assesses whether the written documents accurately represent this shared intention. If discrepancies arise due to errors or misunderstandings, rectification seeks to realign the documents with the true intentions of the parties.

Decree of Rectification

A decree of rectification is an official court order amending a legal document to correct errors, ensuring it accurately reflects the parties’ actual agreement. In this judgment, the court issued such decrees for both the missives and the disposition to include the intended steading.

Declarator Action

A declarator action seeks a legal declaration regarding the rights or status of the parties involved without necessarily leading to immediate enforcement or damages. Mr. Drysdale’s declarator action aimed to declare his ownership of the excluded portion of the farm.

Conclusion

The judgment in Drysdale v Purvis [2022] CSOH 66 serves as a pivotal reference in Scottish property law, particularly concerning the rectification of conveyancing documents to align with the genuine intentions of the parties involved. By successfully rectifying the missives and disposition to include the steading, the court not only rectified a clerical error but also reinforced the principle that legal documentation must reflect the true agreements between parties to prevent unjust outcomes.

Additionally, the failure to establish a binding contract in the contract case underscores the necessity for clear, mutually acknowledged terms in property agreements. This case elucidates the delicate balance courts must maintain between upholding contractual integrity and ensuring fairness through rectification when mutual intentions are not properly captured in written documents.

Ultimately, this judgment emphasizes the critical role of solicitors in accurately translating client intentions into legal documents and the judiciary’s readiness to intervene to correct discrepancies that could lead to significant personal and financial consequences for the parties involved.