The High Court has refused an application by Point Village Developments Ltd. and its two receivers to stay Dunnes Stores’ proceedings over the design and completion of Point Square in Dublin’s Docklands.
Mr Justice Binchy ruled that the disagreement about what the parties had agreed in a clause setting the square’s required standard was a matter of contractual interpretation for the court, not within the appointed expert’s mandate. The ruling concerned whether the proceedings could continue; it did not decide whether Point Square complies with the agreement or what work, if any, is required.
Dunnes Stores was the planned anchor tenant in the Point Village development. Under a 2008 development agreement, the square’s design and specification were to meet a standard commensurate with Eyre Square in Galway, Grand Canal Square in Dublin and the Civic Plaza at Dundrum Town Centre. A 2010 settlement agreement provided for €3 million, plus accrued interest, to be released after certification that the square had been completed in accordance with the development agreement.
The developer’s architect issued certificates in 2013 and 2014. Dunnes did not release the money, saying it lacked plans and other information needed to assess compliance. An independent architect, Anthony Reddy, was appointed in October 2014 to determine the dispute. During that process, the parties disagreed over whether the comparator squares set a general design standard or only guided the quality and type of materials. Dunnes argued that plans and marketing materials formed part of the contractual context; the defendants disputed that interpretation.
Dunnes then brought proceedings seeking declarations about compliance and interpretation, specific performance or damages. The defendants applied to stay the case while the expert determination proceeded. They argued the expert could address the issues necessary to decide whether the square had been completed in accordance with the agreement. Dunnes submitted that the broader dispute over what the agreement meant was a legal question outside the expert’s authority.
The judge held that the expert’s mandate covered whether the square had been completed in accordance with the development agreement, but did not expressly empower him to resolve a substantive disagreement over what the parties intended by the relevant clause. He distinguished that issue from the ordinary interpretation of contract documents needed to assess compliance, which could fall within the expert’s task.
The judge said Dunnes’ claim that the square did not comply was itself an issue for the expert. But the pleadings also put the interpretation of the clause in issue, so the defendants’ application to stay the proceedings was refused. The judge left the precise form of relief for the trial judge, noting that the pleadings might be amended.
The expert’s earlier decision to pause his process was procedural, the judge held, and did not prevent it from restarting if the court proceedings were stayed. The court did not determine the underlying compliance dispute or order release of the €3 million.