The High Court has ruled that Vespolina Limited could grant a 15-year lease of the Supernova building in Ballincollig, County Cork, to Irish Cattle Breeding Federation Limited (ICBF), despite a separate agreement giving Paul Montgomery rights connected with a future sale of the property.
In a judgment delivered on 3 November 2021, Mr Justice Twomey held that the 2018 Participation Agreement between Vespolina and Mr Montgomery created a right of first refusal, not an option allowing Mr Montgomery to compel a sale. The judgment says that, because the right depended on Vespolina deciding to sell, it did not give Mr Montgomery an equitable interest in the property that restricted Vespolina’s ability to grant the lease.
ICBF had applied by special summons under section 55 of the Land and Conveyancing Law Reform Act 2009 for answers to six questions about the lease, Vespolina’s title and an inhibition application lodged by Mr Montgomery. The lease had been executed by ICBF in May 2021 and was awaiting completion by Vespolina. ICBF had become aware of the Participation Agreement and pending inhibition through property searches, and argued that the arrangement affected Vespolina’s title and required Mr Montgomery’s consent or removal of the inhibition before completion.
The court concluded that Vespolina’s folio showing it as registered owner was sufficient evidence of title to grant the lease. It also held that Vespolina had correctly answered ICBF’s requisition, did not need Mr Montgomery’s consent, and was not required to secure removal of the pending inhibition before completion. The court noted that a lease for less than 21 years was not a registerable interest, so the inhibition would not prevent the lease being granted. Vespolina had later provided ICBF with the Participation Agreement, which the court found adequately explained the inhibition application.
The judgment did not decide whether Mr Montgomery’s right of first refusal took priority over ICBF’s separate right of first refusal under the lease if the property were sold in future. It said that issue did not affect Vespolina’s title to grant the lease and could potentially lead to a damages claim if a future sale occurred in circumstances ICBF disputed.
The court asked the parties to discuss outstanding matters, including final orders, and provisionally listed the case for mention one week after judgment at 10.45am if a further listing proved necessary.