The Court of Appeal allowed an appeal by Denis and Sheila Cremins in a dispute over land used by Knockacummer Wind Farm, setting aside declarations made by the High Court. It held that Denis Cremins validly exercised the contractual option to buy back the land in 2013, and that the company’s time to exercise a related lease option had not expired.
The dispute arose from a 2012 settlement under which the Creminses agreed to sell their lands to Knockacummer Wind Farm Ltd for €6 million, subject to a buy-back option for them and a lease-back option for the company. The option agreement did not specify when the Creminses could first exercise their option or whether time was of the essence. The land transfer and any lease were not due to complete until 2042.
In March 2013, Denis Cremins alone served written notice purporting to exercise the purchase option. The company later served notice purporting to exercise its lease option. The High Court had ruled that the purchase option could not be exercised before 2042, rectified the agreement to insert that restriction and found the notice invalid. It also ruled that both Creminses had to exercise the option jointly.
The Court of Appeal rejected the company’s bid for rectification, both for unilateral mistake and by correcting the agreement through construction. It found that the settlement wording about a buy-back option “after 30 years” did not clearly bar earlier exercise; it concerned when the transfer could be completed. The court said the agreement allowed exercise before 2042, creating equitable rights, while completion of the transfer remained deferred until then.
The appeal court also set aside adverse findings against the Creminses’ solicitor, Aoife O’Connell, saying they were unsafe because critical allegations had not been put to her in cross-examination. It found no sufficient basis for rectification on the ground of unilateral mistake or sharp practice.
Applying section 82(1)(b) of the Land and Conveyancing Law Reform Act 2009, the court held that the option could be exercised by either Cremins individually. It also found the company was estopped by convention from denying that Denis had validly exercised the option, given the parties’ conduct between 2013 and the start of proceedings in 2015.
The court held that time was not of the essence under the agreement and that the deadline for the company’s lease-option notice had not expired. It allowed the appeal, set aside the High Court declarations and allowed the company’s cross-appeal concerning its lease option. The judgment addresses the validity and timing of the options; completion of the land transfer remained scheduled for 2042.