The High Court awarded Greenband Investments €2,447,893, plus updated interest on part of the award, after finding that vendors breached a contract to sell the Clonmel Showgrounds site. The judgment, delivered by Mr Justice Clarke on 9 March 2011, discharged an earlier order for specific performance and substituted damages in lieu.
Mount Kennett Investment Company had agreed in 2005 to buy the freehold for €3.9 million. The vendors did not complete the sale. Greenband later took over Mount Kennett’s contractual entitlements and acquired the freehold from the Clonmel Horse Show and Agricultural Society for €5 million, completing the purchase on 24 April 2008.
The court awarded €1,347,893 in damages in lieu of specific performance. That figure included the €1.1 million difference between the original contract price and the amount Greenband paid, €99,000 in additional stamp duty and €148,893 in interest paid up to trial. The judgment also provided for updated interest from 12 January 2011.
The court separately awarded €1.1 million for delay. Greenband argued that title problems delayed the shopping centre’s opening by a year and claimed losses including rent, tenant incentives and costs of reconfiguring units. The judge found that an earlier opening was a lost opportunity, but said it was too speculative to calculate the alleged shopping-centre losses in detail. Instead, he assessed foreseeable losses from delay to a commercial development generally. He set out an alternative calculation based on Greenband’s specific loss claims, which would have produced €1.35 million in delay damages, but the award was €1.1 million.
The vendors argued that Greenband had agreed to abandon damages in return for the assignment of a leasehold interest. The judge found, on the balance of probabilities, that no binding waiver agreement had been reached.
The judgment also raised questions about a €1.5 million payment made by the charitable Show Society to the vendors and another shareholder of Clonmel Leisure. The judge said the evidence before him did not show what claim justified the payment, and directed that a copy of the judgment be sent to the Charity Commissioners to consider whether further inquiries or action were appropriate. The judgment did not determine whether any further action would follow.