On 12 April 2004, the appellant company sold a portion of erf 39 Sandhurst to the respondent, Mr Wright. The agreement was subject to a suspensive condition that sub-division be formally approved and registered by 31 October 2004, failing which the agreement would lapse. The parties extended this deadline several times through addenda, ultimately to 31 December 2005. By this final date, the sub-division had not been approved or registered. The appellant appointed town planners (eventually Mr Nathanson) and estate agents to facilitate the sub-division. In May 2004, the decision was made to apply under the Development Facilitation Act rather than the Town Planning and Townships Ordinance, believing it would be quicker. However, delays occurred because all designated officers resigned following a City Council resolution, and a new designated officer was only appointed in January 2005. In March 2005, Nathanson learned the Council was challenging the applicability of the Act and decided to hold back the application pending resolution of that challenge. The appellant subsequently sought a declaratory order that the agreement had lapsed. The respondent defended on the basis of the doctrine of fictional fulfilment, alleging the appellant deliberately and intentionally failed to procure the required sub-division.