The High Court has declined to revisit its December 2021 ruling on the defendants’ application for security for costs in a dispute over the proposed sale of the Wilton Pub in Cork.
Mr Justice Denis McDonald ruled that the defendants had not shown strong reasons to change the earlier decision. The court left in place the proposed conditions: if the defendants want security for costs, they must abandon their counterclaim, including their claim to the deposit, and return the €331,000 deposit, subject to any appropriate deduction if they are later awarded costs. If they do not accept those terms, the application for security for costs will stand refused. The court did not set a security amount or make the final order on the application; it listed the matter for that purpose on 19 May 2022.
The dispute arose from agreements made in November 2019 for the fourth defendant, The Wilton Pub Limited, to sell the pub for €2.745 million and related business assets for €565,000 to the plaintiff, Blue Pool Hotel Limited. The plaintiff says the parties later agreed to proceed through a purchase of shares in the pub company instead. It argues that the original sale agreement had been replaced and that the defendants were not entitled to serve a completion notice or keep the deposit. The defendants say no binding share-purchase agreement was reached and that they were entitled to forfeit the deposit after the sale did not complete.
The defendants sought security for costs on the basis that the plaintiff company had no more than €100 in assets and could not meet an adverse costs award. The plaintiff conceded that it could not meet such an award and that the defendants had established a defence on affidavit. The remaining issue was whether special circumstances justified refusing security. The court considered that the plaintiff would rely on substantially the same evidence to pursue its claim and defend the defendants’ counterclaim. It concluded that requiring security while allowing the defendants to retain the deposit would give them the benefit of part of their counterclaim while restricting the plaintiff’s ability to pursue its case.
The defendants argued that the deposit condition was unfair and could let the plaintiff recover the money without proving its claim. The judge stressed that the security application could not determine whether the forfeiture was lawful; that issue remains for trial. He also rejected the argument that the earlier ruling should be reconsidered because counsel lacked notice of the deposit issue, finding that it had been raised during the December hearing and that counsel had an opportunity to address it.
The judgment directs the parties to file written submissions in the Central Office within 28 days of its electronic delivery, subject to any permitted or required redactions.