The High Court dismissed Maria Keena’s claim for an enforceable contract to buy Waterford’s Ard Rí Hotel after ruling that her evidence did not establish that the alleged purchaser had been identified and agreed with the defendants.
The decision by Mr Justice Quinn was made at the close of Ms Keena’s evidence, on an application by Promontoria (Aran) Limited, receiver Luke Charleton and two co-defendants. Those defendants said that even if her evidence were accepted at its highest, she had not made out a prima facie case. They indicated that they would give evidence if the application were refused. The court therefore considered whether her evidence, taken as true, established a case for them to answer. The first three named defendants did not take part.
Ms Keena claimed that a contract was made during telephone calls on 21 November 2016 between her representative, Bob Lanigan, and Terry Byrne, an employee of Cerberus. She said the agreed price was €1.6 million, conditional on payment that day of a 10% deposit. A €160,000 bank draft was delivered to EY in Dublin that evening. The document acknowledging it described the deposit as non-refundable and added that it was “subject to title, freehold unencumbered”. The defendants disputed that any contract had been made. The draft was not lodged and was later returned.
The court accepted for the purpose of the application that the price had been offered and accepted. But Mr Lanigan had not named the person he represented during the calls, and the receipt did not say who was buying or in what capacity the signatories signed. The court also noted conflicting evidence about whether Mr Lanigan signed as a witness or as a purchaser, and correspondence that initially described the intended buyers as Mr Lanigan and Ms Keena “in trust for Treacy Group”.
Mr Justice Quinn said the intended purchaser within the Treacy family was not enough: the evidence did not show that the defendants had been told or had agreed who the purchaser would be. The identity of the parties, property and price are essential terms for a land sale contract. The court concluded that the purchaser’s identity had not been agreed, so Ms Keena had failed to make out a prima facie case.
The judgment also considered whether the receipt and related emails formed a written memorandum, and whether delivery of the draft amounted to part performance. The emails identified the property and price but referred only to a “proposed purchaser (or his representatives)”. The court said part performance could not cure the absence of an agreement on essential terms; in any event, the draft had not been retained. The application to dismiss was granted. This was a decision at the close of the plaintiff’s case, not a determination after hearing evidence from the applying defendants.