The Supreme Court has dismissed Dunnes Stores’ appeal over who should interpret a contractual standard for Point Square, holding that the independent architect appointed to decide the dispute could also interpret the relevant contract clause.
The dispute concerns a €3 million payment under a 2010 settlement between Dunnes and Point Village Development Limited. The money was to be released after a certificate confirmed Point Square had been completed in accordance with the development agreement. After certificates were issued in 2013 and 2014, Dunnes refused to release the money and disputed whether the square met the agreement’s requirements.
Those requirements included a clause that Point Square’s design and specification reach “a first class standard appropriate to a prestigious shopping centre” and be commensurate with three named public squares. The parties submitted competing positions to independent architect Anthony Reddy, appointed through the Royal Institute of Architects of Ireland. Dunnes argued that a substantial dispute over the clause’s meaning was a matter of law for a court. Point Village maintained that the architect could decide the issues needed to resolve the dispute.
Dunnes began court proceedings before the architect had made a determination. Point Village sought a stay until the expert process was complete. The High Court refused the stay in 2016. The Court of Appeal allowed the defendants’ appeal in 2018 and struck out Dunnes’ proceedings as an abuse of process.
In a judgment delivered by Justice Susan Dunne on 22 January 2020, the Supreme Court upheld the view that the architect’s agreed task necessarily involved interpreting the clause. The court said the expert’s decision was to be final and binding within the scope of the expert’s remit, and that the contract did not exclude interpretation of the disputed clause from that remit. It said the architect should be allowed to carry out the function assigned by the parties. The expert had not yet decided whether Point Square complied with the agreement; the Supreme Court made no finding on that underlying question.
The court also held that bringing proceedings before the expert had completed the process was premature. But it rejected the Court of Appeal’s finding that Dunnes’ proceedings were an abuse of process or “entirely without merit”, noting that the issue had not previously been determined in Ireland and that the law lacked clarity. The appeal was dismissed. The judgment discusses whether striking out might be appropriate given the relief sought, but records that the parties should be heard on that issue. It does not make a final order striking out the proceedings.