The High Court has ruled that the Windham Trust is entitled to damages from two buyers who failed to complete a €4.375 million purchase of the trust’s interest in Blackhorse House Industrial Estate. The amount of damages has yet to be assessed.
Mr Justice Clarke found that Vincent Maguire and Liam Moran should have completed the sale after failing to give reasonable notice of their intention to close, as required to test whether the trust could provide vacant possession. The court found the bakery occupying units 4 to 6 could have vacated within 14 days of such notice, allowing the trust to complete the sale. It also found that arrangements could have been made to fund the surrender of the bakery’s lease and provide the buyers with executed lease surrenders at closing.
The dispute followed a March 2007 contract under which the trust agreed to sell its interest in the estate to Mr Maguire and Mr Moran. The contract required vacant possession at completion. The trust served a completion notice in February 2008, but the buyers argued the contract had ended because the trust could not deliver vacant possession. The judge held that, under the contract terms, the buyers first had to give reasonable advice of their intention to close on a date within the notice period. They had not done so.
The court also found the buyers had no right to rescind the contract. It did not decide separate arguments about the legal effect of an invalid completion notice, the validity of a later notice, or whether the buyers’ delay in asserting a right to rescind would have barred them from doing so.
The trust sought specific performance, which would have required the parties to complete the sale. But by the time of the hearing, Fashion Blinds of Ireland Limited, which had leased Unit 3, had been wound up. The judge said its lease had vested in the State and the company could no longer execute the documents needed to surrender it. As a result, the trust was no longer able to make title, and the court declined to order specific performance because the trust might not be able to comply.
Instead, the court directed that the trust is entitled to damages in lieu of specific performance, to be assessed by a judge sitting alone. It ordered the trust to serve points of claim on the damages within four weeks and directed that the case be mentioned at the start of the next term to review readiness for the assessment hearing.