The Court of Appeal has dismissed an appeal by Globe Entertainment Limited and Sean Doyle over a proposed sale of the Globe and Rí-Rá nightclub in Dublin, finding that no concluded contract for the sale had been reached with Ulster Bank Ireland Limited.
The appeal concerned a High Court decision in February 2015 dismissing the plaintiffs’ claim for specific performance of an alleged contract to buy the premises. The plaintiffs also claimed that Mr Doyle’s personal liabilities to the Bank had been compromised. The Court of Appeal judgment, delivered by Ms Justice Finlay Geoghegan on 12 October 2016, addresses the alleged sale agreement and dismisses the appeal.
The premises at 11 South Great Georges Street were owned by Pub Pool Limited and mortgaged to the Bank. A receiver appointed by the Bank in 2009 was responsible for the sale. In 2014, Mr Doyle negotiated with the Bank while seeking to buy the premises through Globe. The Bank’s 3 April letter said it consented to a sale to Globe for €2.295 million, provided it closed by 31 May. The only signed document relied on as a written record of the alleged agreement was that letter, signed by a Bank director.
The Court of Appeal upheld the trial judge’s findings that the receiver, acting for Pub Pool, was to be the vendor, and that the Bank was not acting as the receiver’s agent in its negotiations with Mr Doyle. It also agreed that the plaintiffs had not shown an agreement with the Bank for the sale.
The court said a closing date is not automatically an essential term in every land sale agreement. Whether it must be agreed depends on the circumstances and what the parties themselves treated as material. Here, Mr Doyle’s side sought six weeks to provide proof of funding and sign contracts, followed by four weeks to close, which would have led to a 10 June closing. The Bank’s letter instead required completion by 31 May. The court found that both sides intended the closing date to be expressly agreed, but the evidence did not establish that they had agreed on one.
The court rejected the argument that Mr Doyle accepted the 31 May date by replying to the letter: “Thanks for that, can you also fwd other letter confirming the €5k.” It agreed with the trial judge that this email did not amount to acceptance.
Because there was no concluded sale agreement between the Bank and the plaintiffs, the Court of Appeal said they could not obtain specific performance. It dismissed the appeal. The court said it was unnecessary to consider the remaining issues.