The High Court has ruled that Greenville Primary Care Limited must provide security for the costs of its dispute with St. Brendan’s Trust over a proposed sale of land that includes the Presentation Convent of Listowel. The judge left the amount of security to be decided after hearing further submissions from counsel.
In a judgment delivered on 10 November 2017, Ms Justice Stewart considered the trust’s application under section 52 of the Companies Act 2014. The company is seeking declarations about the validity of a 2012 sale contract, the forfeiture of its deposit and whether the trust can sell the land. It also sought injunctions to stop a sale. Those underlying claims were not decided in this ruling.
The contract was conditional on planning permission and consent from the Charities Commissioner. The judgment records that planning permission was affirmed on appeal in February 2013 and the Commissioner consented to the sale in June 2013. The transaction did not complete. The trust had previously brought specific performance proceedings, which were later discontinued. Greenville then brought the present proceedings after the property was offered for sale by private tender.
The trust argued that the company could not meet the costs of the case if the trust successfully defended it, and that the trust had a prima facie defence. Greenville disputed that there was a prima facie defence, arguing that the trust had not clearly elected between enforcing the contract and rescinding it. It also said the trust’s actions had frustrated completion and contributed to the company’s financial position. These were competing submissions, not findings that resolved the contract dispute.
Justice Stewart found that company records showed Greenville had no assets or cash reserves and €100 in issued share capital. A costs assessment put the defendant’s projected costs at about €110,454 including VAT. The company provided no evidence of an improved financial position. The judge was satisfied there was a real risk it would be unable to pay the trust’s costs if the trust succeeded, and that the trust had a prima facie defence.
The judge also found no exceptional or special circumstances to refuse security. She was not satisfied that the company’s inability to pay had been shown to result from wrongful conduct by the trust. The ruling does not determine whether the contract remains valid, whether the deposit was lawfully forfeited, or who will ultimately succeed at trial. The court made no final order on the security amount, reserving that issue for counsel’s submissions.