The High Court has refused a liquidator’s application to set aside the sale of a house in Sallins, finding that the evidence did not establish either an undervalue sale or that the original purchaser acquired the contract for a person connected to the company’s director.
The application concerned No. 12 Willouise, a three-bedroom house in a development built by K4S Real Estate Limited. The company agreed in December 2018 to sell it for €250,000, with a €150,000 deposit payable immediately. The liquidator argued that the price was substantially below market value and sought relief under sections 608 and 238 of the Companies Act 2014.
The judge found that the liquidator had not proved the property was sold below a reasonable value. The evidence included competing estimates of its December 2018 value: €250,000, supported by three valuers, and €310,000 in a report for the liquidator. The court preferred the €250,000 figure, noting that the only valuer who gave evidence on affidavit supported it and was not cross-examined. The judge also took account of the company’s urgent need for funds and the benefit of receiving the unusually large deposit immediately.
On that basis, the court held that the liquidator had not shown that the sale’s effect was to perpetrate a fraud on the company, its creditors or members. The statutory threshold for relief under section 608 was not met.
The court also found that the evidence did not establish that Olive McCormack, the named purchaser, bought the contract on behalf of Louise Meade, the company solicitor’s mother and daughter respectively. Their accounts conflicted, and the liquidator had not cross-examined either woman. The judge said the court could not resolve the disputed account on the affidavit evidence alone. The liquidator therefore had not proved that the December 2018 transaction was with a director or connected person, as required for section 238 relief.
The contract was later assigned to Louise Meade, who used the property as security for a €375,000 loan from Tulfarris Ronaver Limited to her father, John Meade. The company consented to the assignments. The judge said those later transactions did not establish that the company itself had entered into a transaction covered by section 238.
The court did not decide whether a completion notice served in April 2021 was valid, or whether Louise Meade could enforce the contract through specific performance. Those issues were not properly before it, and key documents were absent. The judge proceeded on the assumption, without deciding, that a prima facie contract remained in existence. The court refused the relief sought under both statutory provisions.