The High Court has vested a leasehold interest in land at an industrial estate in Naas, County Kildare, in Clariant Plastics & Coatings (Ireland) Limited, resolving a title issue involving a dissolved company in the Clariant Group.
In an ex tempore judgment delivered on 28 April 2020, Mr Justice David Barniville made the order under section 26 of the Trustee Act 1893. It covers the leasehold interest in the property comprised in Folio KE4566L, County Kildare, and any other estate, right, title or interest held by Clariant Specialities (Ireland) Limited when it was dissolved. The judge also granted liberty to apply.
Clariant AG and Clariant Plastics had sought an order appointing Clariant AG as trustee under section 25, or alternatively an order vesting the land in Clariant Plastics under section 26. The judge chose direct vesting, saying it would avoid unnecessary conveyancing steps. The order was made in the terms of the applicants’ draft order.
The court accepted that Clariant Specialities, the land’s registered owner, had held it on trust for Clariant AG. The land formed part of an agreement to transfer the dissolved company’s assets to its sole shareholder, but was inadvertently left out of the transfer. The judge found that minutes and resolutions from company and shareholder meetings in May 2013 provided sufficient written evidence of the trust.
The land had not been transferred because those involved assumed it belonged to Clariant Plastics, which had occupied it and extended its premises onto the site in 1995. Clariant Plastics had conducted business from premises partly built on the land in question since then.
The judge found the land had not vested in the State under the State Property Act 1954 because it was held on trust. He also accepted that the company’s dissolution could not now be voided under section 708 of the Companies Act 2014, as more than two years had elapsed, and that the trustee could not be found within the meaning of section 26.
There was no opposition to the application. The proceedings were served on the Minister for Finance and the Chief State Solicitor. The Office of Public Works told the applicants’ solicitors that the State had no objection and that the Minister would not participate.