Introduction

[1] This appeal raises the question of the enforceability of a sale and purchase agreement entered into between a vendor and purchaser, as against a third party. The third party had, subsequent to the original sale and purchase agreement between the purchaser and vendor, entered into a separate agreement for a transfer of land with the vendor. In these circumstances, the purchaser under the sale and purchase agreement sought to enforce the sale and purchase agreement against the third party.

[2] The purchaser's ground for seeking such enforcement was that the third party was a constructive trustee that held the subject property on trust for the purchaser, as the purchase price had been cleared to be paid in full. Alternatively, it was contended that the third party was the "successor-