The High Court has ordered Tom Ryan and Gerard McGreevy to complete a €16.5 million purchase of lands in County Westmeath, after finding they had failed to meet the contract’s payment terms. The order gives them 21 days to perform the contract. The court made no order against the company guaranteeing their payment obligations at this stage.
The case concerned a contract signed on 25 May 2008 by the vendors, Adrian Murphy and Seán Mackin, and the two purchasers. It required €12.1 million by 25 July, with a further €4 million due on 25 September. The contract also provided for a €400,000 deposit and a guarantee from McGreevy Enterprises Limited.
The €12.1 million was not paid when due. The vendors served a completion notice on 30 July, requiring completion within 28 days, and began these proceedings on 30 October after the notice was not complied with.
The defendants disputed whether the notice was valid. They argued that the contract’s closing date was 25 September, when the final €4 million fell due, and that the July notice therefore demanded completion before they were required to complete. The vendors argued that 25 July remained the closing date, with the contract allowing the final instalment to be paid later.
Mr Justice Kelly held that the closing date was 25 July and that the notice was properly served. He said the later payment date for the remaining €4 million did not change the stated closing date. He added that, even if the closing date had been 25 September, the vendors could still enforce the contract because these proceedings began more than a month after that date.
The defendants also asked the court to refuse specific performance on equitable grounds. They cited difficulties obtaining finance, including a bank loan offer for €12 million that was conditional on charges over properties and a £3 million deposit lien from a construction company. The judge noted that the contract was not conditional on finance and that there was no evidence McGreevy had tried to raise funds personally.
The judge found no evidence that the vendors had acted unfairly. He said the purchasers had entered an unconditional contract without the funds or a binding commitment to provide them, and could not rely on their own default to escape their obligations.
The order for specific performance applies to Ryan and McGreevy. McGreevy Enterprises Limited is the guarantor, but the judge declined to make an order against it now, saying its guarantee obligations would be triggered if the purchasers failed to comply with the order.