Hawridge Strategic Land v Millen Homes: High Court narrows £2.5 million option agreement claim

The High Court has granted partial summary judgement in favour of a property developer in a dispute over a strategic land option worth more than £2.5 million, ruling that the developer was under no contractual obligation to extend the option period before it lapsed.

In Hawridge Strategic Land Limited v Millen Homes Limited [2026] EWHC 1934 (Ch), Master Clark determined two linked applications concerning land at East Hanningfield, Chelmsford, dismissing the claimant's primary breach of contract claim while allowing a related duty of care claim to proceed to trial.

Millen Homes entered into an option agreement in June 2019 granting it the right to buy the land, with an initial five-year term due to expire in June 2024 unless extended by written notice and payment of a £5,000 fee. On the same day, Millen Homes entered a separate assignment agreement with Inland Limited, under which the benefit of the option would pass to Inland once planning permission was obtained, subject to various conditions. Inland later entered administration, and in June 2024 its administrators assigned its rights under the assignment agreement to Hawridge Strategic Land. Days earlier, the initial option period had expired without Millen Homes serving an extension notice.

Hawridge claimed that Millen Homes had breached clause 5.2.2 of the assignment agreement, which required it not to terminate the option agreement "whether by action or omission" and to take all steps necessary to keep it in force. It argued this obligation extended to serving the extension notice and paying the fee, and sought damages exceeding £2.5 million, largely representing lost profits. Millen Homes applied for summary judgement or strike out, arguing among other things that the assignment to Hawridge was invalid and that no duty existed to extend the option.

Master Clark rejected Hawridge's construction of clause 5.2.2. She held that the expiry of the option period resulted from the effluxion of time rather than any omission on Millen Homes' part, and that the option agreement itself remained in force regardless of whether the option period had lapsed, since the agreement contained no provision tying its own duration to that of the option period. She noted that the obligations Millen Homes had accepted during the option period, including planning-related covenants, were substantial, and considered it unlikely the parties had intended clause 5.2.2 to impose so significant a burden without saying so expressly.

On the assignment point, Master Clark found that Millen Homes' reliance on a restriction in the option agreement was misplaced, since Hawridge's rights derived from the separate deed of assignment rather than any purported transfer of the option agreement itself. She rejected the further argument that the assignment agreement was a personal contract incapable of assignment, noting that the parties had expressly disapplied a standard condition prohibiting transfer, which pointed clearly towards free assignability.

Having found no contractual duty to extend the option, Master Clark concluded that the breach of contract claim could not succeed and granted summary judgement against Hawridge on that element. However, she declined to strike out the alternative claim that Millen Homes owed Hawridge a duty of care, noting that the defendant had conceded this was not suitable for summary determination once the assignment was found to be valid. A separate argument concerning whether clause 5.2.2 contained a condition precedent was left undecided, the judge finding it unnecessary to resolve given her other conclusions.