The High Court extended the time for registering a Bank of Scotland (Ireland) Limited charge over an industrial unit at No. 12 Mullingar Business Park, while protecting any rights Frank Bell had acquired. The order gave the company 21 days from perfection of the order to register the charge and set its priority in the Companies Office from the date the court application was made, 13 February 2014.
J.A. Shaw & Co., Solicitors applied under section 106 of the Companies Act 1963. The application concerned a mortgage and charge deed dated 25 April 2003 between Frank Bell & Son Limited and the bank. The deed had not been registered within the required 21 days. The applicants’ solicitor, Seamus Tunney, said in an affidavit that the failure was due to inadvertence. The charge was later registered on the property folio in August 2013, but the requested relief concerned late registration in the Companies Office.
The underlying lending included a 2002 facility of up to €750,000, which the company had repaid by October 2005. A later facility offered in June 2006 was for up to €400,000 over five years and extended the bank’s charge over the Mullingar unit. The court noted that a sum remained outstanding under that facility. Frank Bell had signed the 2006 facility letter, which described the unit as subject to the bank’s first specific charge.
The applicants asked the court to direct that the late-registered charge take priority over a charge registered by Bell in September 2013. They also challenged Bell’s good faith in registering his charge. Bell relied on documents and advice which, his side argued, supported his understanding that the bank’s security did not cover the Mullingar unit. The judge found that the applicants had not established bad faith and said Bell could have been confused about what security applied, despite signing the 2006 facility letter.
The judge criticised the applicants’ serious errors in failing to register the charge on the property folio and notify the Companies Office. However, the 2006 facility letter made the company’s opposition to extending the registration time unreasonable. The court granted the extension but expressly made it without prejudice to Bell’s rights. The judgment did not determine the ultimate validity or priority of Bell’s charge beyond setting the effective priority date for the bank’s registration.