The Supreme Court ordered specific performance of a contract for the sale of 6.6 acres in County Clare, finding that the vendor was not entitled to withdraw a renewed offer to complete before the deadline had passed. The order requires the purchaser to pay interest from the contractual closing date to 11 July 2005 at completion.
The vendor, Anne B. Courtney, sold the land at public auction on 4 March 2005 to Therese McCarthy. The transaction did not complete on time. The vendor served a completion notice, then rescinded the contract on 30 May and forfeited the deposit. The purchaser accepted that the original contract had been rescinded and the deposit forfeited.
In early July, the vendor indicated through her daughter, Anne Courtney junior, that she was willing to complete under the original contract at the vendor’s solicitors’ office at 2pm on 11 July. The parties disputed what had been conveyed. The trial judge found the purchaser had been told the sale could close on the contract terms, and that this assurance led her to draw down the purchase funds. But the trial judge ruled that the purchaser had not shown willingness to pay interest or complied with the required face-to-face closing, so the vendor could rely again on the rescission.
On appeal, the Supreme Court considered the events on 11 July. The purchaser’s solicitor said he had told the vendor’s solicitor at 11.30am that the money was being transferred; he was told completion could not happen that day but could take place the following day. That account was uncontroverted: the solicitor who made the call did not give evidence. The balance of the purchase price was transferred at 1.12pm. At about 12.30pm, another call ended with the vendor’s solicitor saying the sale was off. The court found this followed from a lack of communication between the two solicitors.
The judgment held that the vendor’s concession had first allowed completion until 2pm on 11 July, then had been extended to 12 July. The vendor was not entitled to withdraw it at 12.30pm on 11 July. The purchaser had not been given the opportunity to attend and complete, including by paying interest. The court also held that questions raised earlier about access rights and obligations under special conditions 11 and 12 were not terms preventing completion under the concession, which required completion in accordance with the contract.
The Supreme Court therefore granted specific performance. It said the purchaser could not rely on the contract’s interest-dispute provision to complete without paying interest; payment of interest for the period to 11 July 2005 was a condition of the order. The judgment does not state the interest amount.