The High Court has dismissed Brian, Maurice and Kenneth McDonagh’s claim to enforce an agreement concerning a proposed data centre site at Kilpedder, Co Wicklow. It found the agreement was conditional, its conditions were not met, and it was terminated in March 2018. In separate trespass proceedings, the court found Brian McDonagh knowingly entered the land owned by Fane Investments Limited and awarded Fane €2,000 in nominal damages.
The two sets of proceedings were heard together. In the specific performance case, the McDonaghs argued that a memorandum signed in December 2017 entitled them to acquire an interest in the site with Quanta Capital Investments Limited. They also claimed Quanta’s Mel Sutcliffe was obliged to negotiate a reduced loan settlement with their lender. The court rejected both arguments.
The memorandum made the proposed arrangement subject to several conditions, including a formal shareholders’ agreement. No such agreement was made. The court found that Sutcliffe had signalled by March 2018 that he no longer wished to proceed, after the parties failed to progress the shareholders’ agreement and Quanta learned that the McDonaghs had no agreed loan settlement on the terms represented during negotiations. It found that Sutcliffe had no obligation under the memorandum to negotiate the loan’s written-down value.
The court also dismissed the McDonaghs’ claim against Ulster Bank that the site had not been sold for a proper price. The brothers did not provide the expert valuation evidence they had said they would rely on, and the receiver’s evidence that the price was reasonable was not challenged. A separate argument about whether Promontoria had given prior written consent to the sale was not part of the pleaded claim, so the court did not determine that issue.
In the trespass case, Fane sought an injunction against the McDonaghs and Yeoksee Ooi, Brian McDonagh’s partner. The court found no evidence that Maurice or Kenneth McDonagh or Ooi had trespassed. It found Brian McDonagh had entered the site and removed locks, including on 16 occasions, and that the terminated agreement provided no defence. Fane’s registration as owner was conclusive in the absence of evidence of actual fraud, which the court said had not been established.
The judgment states that the court proposed to make the trespass orders against Brian McDonagh alone. It awarded Fane €2,000, describing the award as nominal. The case was provisionally listed for mention one week after judgment to deal with final orders and costs; parties could tell the Registrar if the listing was unnecessary because outstanding matters had been agreed.