Contracts for the sale of land and personal property:the equitable interests of the purchaser

As property lawyers, we are all familiar with the general principle that a contract for the sale of land, which is capable of specific performance, operates in equity so as to confer a trust on the purchaser pending completion of the sale. Although some controversy exists as to the exact nature of the trust, it is well established that, upon exchange of contracts, equity will ‘‘treat that as done which ought to be done’’1 with the consequence that the purchaser acquires equitable ownership even though full (legal) title to the land will not pass until completion (and registration). As land is unique, specific performance is readily available in the context of sales of land where damages would, clearly, not be an adequate remedy. The same cannot be said for contracts for the purchase of personal property where invariably the subject matter is not unique and where a substitute can easily be acquired in the open market. In circumstances, however, where the property is unique or scarce (for example, a rare painting or vintage car), the maxim that ‘‘equity treats as done that which ought to be done’’ may be invoked so as to confer on the seller an equitable obligation to transfer the property to the purchaser in fulfilment of the contract. Where, therefore, the contract is specifically enforceable in this way, the seller, it is submitted, will again hold the property on trust for the purchaser where, as in a contract for the sale of land, there is an interval between the date of the contract and completion of the sale. The notion that a seller holds personal property upon trust for the purchaser pending completion of the sale is admittedly controversial, but this article seeks to argue that the same principles governing equity’s intervention in sales of land should apply in the context of sales of personalty. It is submitted that equity’s role in imposing a trust on the vendor both in relation to sales of land and personalty may be important in safeguarding the interests of the purchaser prior to, as well as after, completion of the transaction.

Environmental features which limit organization and industry viability:a study of the footwear industry

This thesis proposes a conceptual framework for the analysis of organizational environments. Three primary segments of the task environment - the transaction environment, the industrial environment and the ecotone are delineated. The interrelationships between the organization and these three environmental segments are examined. It is suggested that the task environment i) defines the nature of the task confronting the organization and the economic, political and social position of the organization within this network; ii) influences the way organizations and industries are organized; iii) prevents recognition of the need for adaptation and change; and iv) limits the alternatives available to the organization should changes in the environment render existing technology, behaviour and structures obsolete. The British Footwear Industry provides an example of how this framework might be used to investigate the problem of industry decline and organization viability. It is argued that the explanations usually put forth to explain organization failure and industrial decline have not taken into consideration the environmental factors which affect organization and industry viability. The shift from national markets to global markets has altered the composition of the task environment and has changed the nature of competition from firm versus firm to environment versus environment. Organizations do not compete in the market, their products do. These products are often produced by organizations embedded in environments which are significantly different from the one in which the focal organization and industry are embedded.