Amaal Ventures v Eros: court refuses late bid to claim £2.5m completion compensation

The Business and Property Courts have refused to allow a very late amendment that would have let the purchasers of two Mayfair flats deduct over £2.5 million from the price for late completion, in a lengthy consequentials judgement following an earlier order for specific performance.

Handing down judgement on 22 September 2026 in Amaal Ventures Limited & Anor v Eros Limited [2026] EWHC 2259 (Ch), Stephen Jourdan KC, sitting as a High Court judge, resolved a series of disputes that had arisen since his April 2026 ruling that the claimants were entitled to specific performance of contracts to acquire long leases of two flats. The parties could not agree the terms of the resulting order, prompting a further hearing on outstanding issues including a claim for compensation under condition 7.2 of the Standard Conditions of Sale.

The claimants argued that their pleaded case for specific performance was itself sufficient to allow them to claim late completion compensation, without needing to formally amend their particulars of claim. The judge disagreed, holding that fairness required the claim to have been clearly pleaded as a distinct head of financial compensation, and that the periods of delay attributable to each party also needed to be set out as material facts. He rejected the claimants' fallback application to amend, made only after judgement had already been handed down, describing it as "very, very late". Applying established principles on late amendments, he found that the absence of any explanation for the delay, combined with the defendant having lost a genuine opportunity to evaluate settlement before the trial took place, outweighed the prejudice to the claimants in losing a claim potentially worth £2.569 million. Permission to appeal was granted on this point.

The judgement also addressed notices to complete served by the defendant after the main judgement was handed down. Applying the reasoning in Singh v Nazeer and Johnson v Agnew, the judge held that once a court has determined a party is entitled to specific performance and directed the parties to agree terms of the order, the contract is effectively placed in the hands of the court, meaning a party can no longer unilaterally serve a valid notice to complete. The notices were therefore invalid. The judge similarly declined the defendant's application to discharge the contracts altogether, finding that the claimants were not in repudiatory breach and should be given a further opportunity to complete, notwithstanding doubts about their ability to raise the purchase funds.

On the mechanics of completion, the judge ruled that the contracts required the surrender of underleases previously granted to the defendant's associated companies and the grant of fresh leases directly to the claimants, rather than completion by assignment of the existing underleases as the defendant had proposed.

On costs, the judge held that the defendant should pay the claimants' costs up to the main judgement in full, rejecting arguments for an issue-based reduction. However, reflecting the claimants' failure on the late completion compensation issue, which dominated the subsequent hearing, he ordered the claimants to pay 35 per cent of the defendant's costs incurred since the main judgement, alongside payments on account totalling £450,000 and £75,000 respectively. The judge also made detailed findings on rent and service charge liabilities accruing during the period of delay, largely favouring the claimants for the period before the main judgement but shifting responsibility to them for costs accrued afterwards, once their own refusal to complete became the operative cause of delay.