Judgment: 2018-12-21 · Court archive

High Court rejects estate’s claim to lien over land transferred to builders

The court found that the unpaid top-up related to a retained share of land that was never transferred, so the estate had no vendor’s lien over the share now subject to a lender’s mortgage.

High Court, Commercial · [2018] IEHC 771

Who, what, where, when and why

Who
  • Kieran Kelly
  • Anthony Mulderry (Plaintiff)
  • Eamon Rogers
  • Seamus Rogers
  • LGSM Ventures Limited (Defendant)
  • Oliver Murphy
What

The court found that the unpaid top-up related to a retained share of land that was never transferred, so the estate had no vendor’s lien over the share now subject to a lender’s mortgage.

Where

Places mentioned in the report

  • Moygaddy
  • Maynooth
  • County Meath
When

Judgment:

Why

Reasons reported in the judgment

Justice Twomey found that the €15 million had been paid for the half-share actually transferred. He held that the top-up was consideration for the rezoning and the possible later transfer of Murphy’s retained share. That share was never transferred. The court concluded that a vendor’s lien could not arise in respect of the top-up because the land to which that payment related had not been conveyed.

The High Court has ruled that the executors of Oliver Murphy’s estate are not entitled to an unpaid vendor’s lien over a 50% interest in development land transferred to two building contractors under a 2005 contract. The decision ended the estate’s claim to enforce such a lien ahead of a judgment mortgage acquired by LGSM Ventures Limited.

The proceedings concerned 90 acres at Moygaddy, Maynooth, County Meath. Murphy transferred a half-share to Eamon Rogers and Seamus Rogers for €15 million, while retaining the other half. Under the contract, if the land was rezoned for residential development within 10 years, the Rogers were to pay an additional top-up and, on payment, receive Murphy’s retained share.

After 18.07 acres were rezoned in April 2009, Murphy’s executors, Kieran Kelly and Anthony Mulderry, claimed the Rogers owed €3.07 million plus interest, which they put at €5.4 million in total. They said the sum was unpaid purchase money for the transferred half-share and gave the estate a vendor’s lien over the land. They sought declarations that the lien existed and took priority over LGSM’s judgment mortgage, along with an order for sale.

The Rogers consented to the orders sought by the executors at a hearing in October 2018. LGSM alleged collusion between the Rogers and the estate to defeat its security. That allegation was part of the dispute described in the judgment; the court’s decision turned on whether the claimed lien arose under the contract.

Justice Twomey found that the €15 million had been paid for the half-share actually transferred. He held that the top-up was consideration for the rezoning and the possible later transfer of Murphy’s retained share. That share was never transferred. The court concluded that a vendor’s lien could not arise in respect of the top-up because the land to which that payment related had not been conveyed.

The judge also rejected the executors’ argument that the arrangement created a hybrid legal and equitable lien. He said their right to retain possession of the retained share was not in dispute, and LGSM’s mortgage was registered only against the share transferred to the Rogers.

The court concluded that the executors had no unpaid vendor’s lien over the transferred 50% interest. Their counsel had conceded that this finding ended the case. The judgment does not make an order for sale or declare a priority between a lien and LGSM’s mortgage; the lien claim failed at the threshold.

Read the original court judgment

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