The High Court has ordered ADT Investments Limited to complete the purchase of the third lot of land under a 2006 contract with Donegal landowner John Gibbons. The judgment does not order Daniel Doherty, the first defendant, to complete the sale.
The case concerned three lots covered by one agreement dated 21 December 2006. Doherty signed as purchaser “in trust”, but the company did not exist at the time. It was incorporated in February 2007, before completion of the first lot. ADT later completed the purchases of the first two lots without objection from Gibbons.
The third lot, about 1.42 hectares, was due to be completed by 29 March 2009 for €1 million. Gibbons sought specific performance and damages, arguing that Doherty had contracted personally because there was no company principal when he signed. The defendants argued that Doherty had disclosed the company before the earlier lots were completed and that Gibbons had accepted it as purchaser. They also relied on the contract’s provision about purchasers signing in trust and on company-law rules for ratifying pre-incorporation contracts.
The judgment recounts evidence that Doherty told Gibbons in October 2008 that the company would not proceed with the final purchase because funding was unavailable. The court found there had been no neglect or default by the defendants. It also noted that the agreement was a single contract, the company’s identity had been disclosed before the first lot closed, and the agreement was not subject to loan approval.
Mr Justice Roderick Murphy concluded that Gibbons had accepted ADT as purchaser for the first two lots and that the third lot formed part of the same agreement. He ordered specific performance against ADT in respect of the third lot. The judgment does not make a specific performance order against Doherty, and its concluding order does not specify any damages award.