The High Court ruled that a contract for the sale of about 6.6 acres in Ennis had been validly terminated and that the €180,000 deposit was validly forfeited. It dismissed the buyer’s counterclaim, which sought specific performance of the sale.
The dispute followed a public auction on 4 March 2005, where the defendant bought the land for €1.8 million. The contract set 8 April as the closing date and required a 10 per cent deposit on signing. The seller later served a completion notice, which gave the buyer 28 days to complete. When the buyer did not complete within that period, the seller rescinded the contract on 30 May 2005.
The judge said the buyer had neither pleaded nor established grounds to show that the rescission and forfeiture were invalid. The defendant accepted in submissions that the contract had terminated on 30 May.
The seller then offered a final opportunity to complete on 11 July, while reserving her legal rights. The judge found that the offer, conveyed through the seller’s auctioneer, was to complete at 2pm in the seller’s solicitors’ Dublin office and in accordance with the original contract. This included paying interest on the outstanding purchase money. The buyer’s solicitor transferred €1.62 million to the seller’s solicitors’ account that day, but on terms that the money would not be released until documents were acknowledged. The funds were later returned.
The judge found that, by the appointed time, the buyer had not shown willingness to pay the contractual interest. The proposed access route to Ballybeg Road had also not been precisely agreed, and the buyer had challenged a contract condition requiring roads and services to be provided for the development. The judge concluded that the buyer was seeking to complete on different terms and that the seller could rely again on the contract’s termination after the final opportunity expired.
The buyer also argued that the seller was estopped from relying on the termination because of the final offer and the buyer’s reliance on it. The judge found that the offer temporarily suspended the seller’s legal rights, but did not create a new contract. The buyer’s actions and financial detriment did not establish the claimed estoppel because the offer was conditional on completion under the contract, including payment of interest.
The court declared that the contract had been validly determined and the deposit validly forfeited. It dismissed the defendant’s counterclaim. The judgment did not grant the seller’s separate requested declaration that the defendant had no contractual or other interest in the land, or the injunction sought in the proceedings.