Finzi (Winston) and Anor v JMMB Merchant Bank Ltd

misrepresentation rising to the level of fraud. At worst, it seems to me, it could only be
described as a loose — or perhaps colloquial — use of language.
[61] Second, there is the price reduction issue. In my respectful view, the
unchallenged evidence of Ms Bartley Thompson and Mr Patterson as to how the price of
the property being sold came to be reduced from US$2,750,000.00 to US$2,675,000.00
makes this a complete non-issue. This was a contract between two obviously
substantial commercial entities, both represented at all stages of the transaction by
attorneys-at-law. Special condition 8 of the agreement made the sale subject to the
obtaining of a satisfactory surveyor’s identification report and, in the event that the
report revealed any breaches of restrictive covenants and/or boundary discrepancies,
the vendor was given an option to either correct the breach or rescind the agreement.
The surveyor’s identification report having disclosed a boundary discrepancy, the
parties, by negotiation and agreement, decided to deal with it by way of a reduction in
the purchase price. They also agreed on the method by which they would reflect the
reduction in the agreement. The amended document was submitted to the revenue
authorities and the appropriate duties and taxes were paid. The only two parties to the
agreement, apparently content with their bargain, are now anxious that it should be
completed. In these circumstances, it is difficult to discern any element of wrongdoing,
far less fraud, in the purposive approach taken by the parties in their dealings with each
other.