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On 14 October 2025, the Defendants, Transport House Developments Ltd and its director, Chhotahal Chhaya (who acted as guarantor), contracted to purchase two plots of land known as Wildacres and Fairview Corner from the Claimant, Prator Investments, for £700,000.00 and £200,000.00 respectively. As is usual on exchange of contracts, the Defendants paid deposits to the Claimant. Early the following day, Mr Chhaya e-mailed the Claimant to indicate that they had been let down by investors and would not be able to proceed with the transaction and complete the purchase. They requested Wildacres be returned to auction. On 15 October 2025, the two plots of land were placed back up for sale at auction. On the same day and in response to the Defendants being unable to complete, the Claimant’s solicitor sent letters to unilaterally bring the completion date forward from the original date stipulated in the contract (being 11 November) to 21 October, allowing a window of only three clear business days to complete. On 21 October, the Claimant formally served Notices to Complete, those being the formal legal notices to prompt one party to fulfil their obligations, i.e. to complete, after a contract has exchanged. Inevitably, the Defendants were unable to complete and the Claimant initially issued a claim for specific performance and shortly thereafter applied for summary judgment. Over the next few months, the Claimant sold both parcels of land to third parties for less consideration than was previously agreed with the Defendants. As such, the Claimant amended its application to drop the specific performance claims and instead sought to retain the deposits given by the Defendants and recover damages representing the difference in sales price. In response, the Defendants filed applications seeking summary judgment and permission to bring a counterclaim for the return of the deposits, with interest. An important factor to note in this case is that the Claimant was not the legal owner of the plots of land but rather held them under a separate contract, known as “the Top Contract”, with the true owner. The Top Contract required any buyer to enter into a Deed of Covenant restricting disposals of the property during a defined period. The subsequent auction contract disclosed this obligation but did not contain a draft deed and was ambiguous about whether the Defendants did in fact have to execute it.