The High Court ordered Templeville Developments Limited to pay Leopardstown Club Limited €2,188,793.11 as of 30 April 2013, including rent, service charges, interest and an unpaid €1.5 million settlement payment. It also ordered Philip Smyth, Templeville’s guarantor, to pay €1.5 million. The court left the lease forfeiture issue over for four weeks pending evidence and submissions on whether Templeville would restructure its governance and give an undertaking to the court.
The judgment, delivered by Mr Justice Charleton on 2 September 2013, concerned a mediation settlement reached in October 2011 between Leopardstown and the company operating the Westwood fitness club on racecourse land. The agreement set new rent and service charge obligations, required payment of €4.09 million in two tranches, and addressed parking, water, signage and other disputes.
Templeville and Smyth alleged that Leopardstown’s conduct amounted to a fundamental breach that entitled them to terminate the agreement. They also claimed misrepresentation or mistake concerning an electricity cable crossing a proposed site for seven tennis courts, and sought damages for alleged business losses and declarations concerning rights of way. Leopardstown sought unpaid sums and termination of the lease.
The judge found that Templeville had known about the cable before the settlement and rejected the claims of misrepresentation and mistake. He concluded that Leopardstown’s lapses were minor and did not deprive Templeville of substantially the benefit of the agreement. The agreement barred Templeville from setting off claims against rent and service charges, so the alleged breaches did not justify withholding payment. The counterclaim for business losses and claims to rights of way were also rejected.
The court found that Templeville had deliberately breached the settlement by paying rent at the earlier rate and not paying the agreed service charge. It held that the unpaid second settlement instalment was due under the agreement, which also made Smyth liable as guarantor up to €1.5 million. The court entered judgment for Leopardstown in the stated amounts.
On forfeiture, the judge said he would order it but for the possibility that Templeville could be reformed. He proposed that the company appoint at least two experienced directors from outside Smyth’s sphere of influence, hold monthly board meetings and make important decisions through the board. The court did not finally decide forfeiture in this judgment: it gave the defendants four weeks to consider the proposed undertaking, with brief further evidence and oral submissions to follow. The judgment said forfeiture would be ordered if the undertaking was not given.