The High Court dismissed Ochre Ridge Limited’s claims arising from a failed agreement to buy an old bonded warehouse in Cork, finding that the sale contract ended automatically when completion did not take place by the agreed deadline of 10 April 2000.
In a judgment delivered on 28 February 2006, Mr Justice T.C. Smyth refused the company relief against Cork Bonded Warehouses Limited, the vendor, and Port of Cork Company Limited, the landlord. Ochre Ridge had sought specific performance and declaratory relief, as well as damages for breach of contract and conspiracy.
The contract, signed on 8 October 1999, depended on negotiations with the landlord about redevelopment and on consent to assignment of the lease and change of use. The landlord refused consent, saying it would not agree to an assignment involving a change of use. The contract also made time of the essence and provided that it would automatically end if the buyer failed to complete on the deadline.
The judge found that Ochre Ridge’s intended development was led by Tim Tallent, who was not a property developer. Before the sale contract was made, Ochre Ridge had suggested that the landlord issue a schedule of dilapidations against the vendor. The schedule was served in June 1999. The court found that Ochre Ridge had not disclosed its role in prompting the schedule to the vendor before contracting.
Mr Justice Smyth preferred the vendor’s evidence where it conflicted with Mr Tallent’s. He found that the vendor had not breached its contractual obligations and that the two defendants had not conspired to deprive Ochre Ridge of the contract’s intended benefits. He also found no credible evidential basis for awarding damages and was unconvinced that Ochre Ridge had been ready, willing and able to complete.
The judge found no legal relationship between Ochre Ridge and the landlord and no concluded agreement between them for redevelopment. He made no finding that the landlord had acted unreasonably in refusing consent. He said the evidence did not establish that the refusal was unreasonable and rejected the company’s argument that the authorities it relied on entitled it, as a proposed assignee, to sue the landlord under section 67 of the Landlord and Tenant (Amendment) Act 1980.
The court dismissed the plaintiff’s case. The judgment does not state a separate costs order.