The High Court has dismissed Triatic Limited’s claim against Cork County Council over negotiations to develop and acquire Fort Camden at Crosshaven, finding that the council had not promised to deal exclusively with the company until a contract was reached.
In a judgment delivered on 31 March 2006, Miss Justice Laffoy said the council’s written undertaking gave Triatic an exclusive opportunity to submit a comprehensive development proposal for a defined period. That period was extended several times and ended in November 1996. The council accepted and considered Triatic’s proposal, and the judge found that it had met its obligations under the arrangement.
The dispute concerned the council’s later dealings with Triatic. The company argued that it had a legitimate expectation that negotiations would continue until agreement on a development and sale, and sought damages for expenditure it said it had incurred in reliance on that expectation. At trial, Triatic did not pursue its pleaded contract claim or seek damages for lost profits.
The council had considered Triatic’s November 1996 proposal inadequate. It resumed discussions in February 1997, but told the company in September that it intended to seek other proposals. Triatic alleged that the council had acted unfairly and relied on spurious reasons to disengage. The council denied that it had made an open-ended commitment.
Justice Laffoy found no representation that the council would continue exclusive negotiations beyond the agreed period, regardless of its assessment of Triatic’s proposal. She said the council had reserved the right to deal with others if the proposal did not satisfy it. Although discussions resumed in 1997, the judge found they remained negotiations and that no contract existed after February of that year.
The judgment also considered whether the parties had an enforceable agreement to negotiate in good faith until a deal was concluded. Applying the reasoning in the English case Walford v Miles, the judge concluded that such an open-ended obligation would lack certainty and would leave a court unable to determine when either side could properly withdraw. She was also not satisfied that the council had acted dishonestly in September 1997.
The court therefore found that Triatic had not established its legitimate-expectation claim and dismissed the action. The judgment did not order a sale or development of Fort Camden.