The High Court has ordered the trustees of the Irish Coursing Club (ICC) to complete a €100,000 agreement to sell a section of roadway at Davis Road, Clonmel, to Greenband Investments. The order enforces an oral agreement; the court did not decide Greenband’s separate claim for damages.
Mr Justice Clarke found that Greenband principal Paul O’Brien and auctioneer Tom Pollard had reached a concluded agreement in early March 2008. Greenband would pay €100,000 for a freehold or long leasehold interest in the roadway section and carry out works in line with a traffic management plan. Pollard’s letter of 10 March recorded the price, the roadway and the traffic arrangements.
The ICC disputed that a binding agreement had been made and argued that Pollard lacked authority to bind it. The judge found that Pollard had no actual authority from the ICC executive committee when he made the agreement, and no implied authority as an auctioneer to sell the land. The ICC’s chief executive had authorised negotiations, however, and the executive committee later learned of the sale. The judge found that the committee’s failure to object amounted to retrospective approval.
The judge also held that the ICC was estopped from denying the contract. Greenband carried out the agreed works in the ICC’s view and with its knowledge, without objection at the time. The judge said the ICC had allowed Greenband to spend significant sums while performing part of the bargain.
The court found the 10 March letter sufficient as a note of the agreement for the purposes of the Statute of Frauds. It also found that the works amounted to part performance, which would make it unconscionable for the ICC to rely on the absence of a sufficient written note. The judge treated the written contracts exchanged later as insufficient, by themselves, to create a separate contract: although the trustees signed them, the signed documents were not returned to Greenband and acceptance was not otherwise communicated.
The order was for specific performance of the oral contract. The court left open whether Greenband could also recover damages for losses it said arose from the delay in completion, and how much, if anything, might be payable. It directed that the damages issue be heard as early as fairness to both sides allowed.