The High Court has ordered that Oral-B Laboratories Islands Limited’s interest in a 999-year lease over part of a Newbridge manufacturing site be vested in Proctor & Gamble (Manufacturing) Ireland Limited. The order followed an unopposed application under section 26 of the Trustee Act 1893.
In an ex tempore judgment delivered on 20 May 2021, Mr Justice David Barniville found that Oral-B had agreed to transfer the lease to the applicant as part of a 2001 business sale but had failed to complete that transfer through inadvertence. Oral-B was voluntarily dissolved in 2010.
The lease, known as the Lot 3 lease, was granted by the IDA to Oral-B in 1997 for 999 years. The court found that the leased land was used in Oral-B’s Irish business and that the applicant paid for Oral-B’s interest as part of the business transfer agreement. The agreement took effect for this purpose at midnight on 31 December 2001. Although Oral-B transferred its interests in two other leases, the Lot 3 lease remained registered in its name.
The applicant discovered the omission while preparing to sell its Irish business. A deed of transfer referred to in the sale agreement could not be located, but the judge considered the agreement’s broad definition of assets sufficient to include Oral-B’s interest in the lease.
The judge accepted that, from the effective date of the agreement, Oral-B held the leasehold interest on trust for the applicant. He concluded that the State Property Act 1954 did not give the State a claim to the interest because land held on trust for another person was excluded from the relevant bona vacantia provision. The Commissioner of Public Works in Ireland, represented in correspondence by the Chief State Solicitor’s Office, did not object to the application.
Applying earlier High Court decisions, the judge found that a dissolved company could be treated as a trustee who “cannot be found” for the purposes of section 26. He said the court had power to vest the interest directly in the applicant and ordered that it be done. The judgment does not describe a broader ruling on the applicant’s planned sale of its Irish business.