The High Court found that solicitor firm LK Shields negligently failed to complete the registration of Rosbeg Partners’ title to a Dublin property, causing the company to lose the opportunity to sell it to businessman Pino Harris for €10 million in 2007.
Mr Justice Michael Peart held that Rosbeg Partners had decided to accept Harris’s offer and was taking steps towards a sale when the title problem emerged. He said the failure to register part of the property meant its ownership was not apparent from the Land Registry records, and directly led to the sale not reaching contract exchange and completion.
The court did not find that a binding sale contract had been concluded. It said the issue was whether, on the balance of probabilities, the company had firmly decided to accept the offer and pursue the steps needed for a sale. The judge was satisfied it had. Harris’s written offer was subject to contract and confirmation of the site’s 2.56-acre area. The parties had not settled the details of a proposed short-term leaseback either.
Rosbeg Partners bought Unit 520, Western Industrial Estate, Naas Road, Dublin 12, in 1994. The court found that a portion of Lot 3, which included part of Folio 23011F, was not properly registered. Land Registry mapping queries remained unresolved, and the firm did not tell the company about the difficulty. The title issue came to light in 2007 when the prospective buyer’s side questioned whether Rosbeg Partners owned the full area being offered.
The court rejected the firm’s argument that the company had not accepted the offer, and its claim that Rosbeg Partners failed to mitigate its loss by turning down later verbal offers of €8 million and €6 million. The judge found the company’s efforts to negotiate further were reasonable in the circumstances and did not amount to contributory negligence.
The judgment set the property’s value at the hearing at €1.5 million and assessed the lost-sale difference at €8.5 million. It also said the award should include interest on €8 million of borrowings that would have been repaid from the sale proceeds, and the difference in capital gains tax rates. Those amounts remained to be calculated or resolved. The judge proposed that the disputed tax amount be secured pending the final liability and said he could hear further submissions on the order’s terms.
The court ruled for Rosbeg Partners, with the total judgment sum and precise terms of the order to follow once the figures were calculated.