The Court of Appeal has dismissed Anthony Sheedy’s appeal against the rejection of his claim for specific performance of a contract to buy Whitfield Manor and adjoining lands in County Waterford for €1.375 million.
The judgment, delivered by Mr Justice Murray on 22 June 2020, leaves in place the High Court’s dismissal of the claim. The appeal court held that the vendor, Alastair Jackson, acting through receiver Peter Stapleton, was entitled to serve a notice rescinding the sale under General Condition 18 of the contract.
The contract was signed in August 2015. Disputes followed over maps and boundaries, third-party occupation and encroachments on parts of the property, and whether the buyer was entitled to vacant possession. The vendor served a third rescission notice in September 2017, requiring Sheedy to withdraw objections that included demands for vacant possession, action to remove trespassers, agreement on a new map and correspondence about the estate house. The deposit was returned the following month.
The Court of Appeal agreed with the High Court’s interpretation of the contract. A general condition that would ordinarily entitle the purchaser to vacant possession had been deleted by a special condition. The court concluded that the contract, read as a whole, did not require the vendor to provide vacant possession or remove third-party encroachments. Because Sheedy continued to insist on vacant possession, the court found that demand alone gave the vendor reasonable grounds to invoke the rescission clause.
Sheedy also argued that a second receiver, Ken Fennell, had to join Stapleton in serving the notice. The appeal court said that argument was not properly before it: the High Court had refused a late application to amend the claim to include it, and that refusal had not been appealed as a distinct ground. The court nevertheless considered the substance and concluded that the mortgage and separate receiver appointments permitted the receivers to act severally. Fennell’s appointment therefore did not invalidate the notice or prevent the vendor from acting through Stapleton.
The court also upheld the finding that discussions at a December 2016 meeting did not create binding new commitments to resolve the mapping, encroachment or possession issues. The appeal court said the buyer had shown no basis to disturb that factual finding.
The appeal was dismissed. The court’s preliminary view was that costs should follow the unsuccessful appeal and the High Court costs order should remain, subject to either party applying within 14 days with written submissions explaining why a different order should be made.