The High Court has ruled that Frank Conway needed Sheelagh Conway’s prior written consent to terminate the hotel management agreement with Spiritus Limited and exclude the company from Dublin’s Riverhouse Hotel. The ruling interprets a 2017 agreement between the Conways but leaves other issues in the dispute unresolved.
Mr Justice David Holland delivered the judgment electronically on 28 June 2022, after a trial hearing focused on two preliminary issues. Spiritus, whose majority shareholder and sole director is Nicholas Conway, is seeking to recover occupation of the hotel from Frank Conway and claims damages and other relief. The hotel is at Eustace Street and includes hotel, bar and nightclub facilities and apartments.
The court found that a clause in the agreement made by Frank and Sheelagh Conway on 21 February 2017 required her written consent for the decisions behind Frank Conway’s actions on 10 September 2019. On that date, he purported to terminate the management agreement with Spiritus, took control of the hotel and excluded the company and Nicholas Conway. The judgment records that Sheelagh Conway had not consented.
Justice Holland rejected Frank Conway’s argument that his obligations under the 2017 agreement ended when the Pepper debt agreement was superseded by a loan and mortgage signed in December 2018. The court concluded that the agreement did not provide for those obligations to end at that point, and that the proposed expiry term was neither obvious nor necessary for the contract to work.
The judge stressed the limits of the ruling. It decides only how the 2017 agreement should be interpreted; it does not prevent Frank Conway from arguing, if his pleadings permit, that later events or circumstances entitled him to act without Sheelagh Conway’s consent. The court did not determine whether Spiritus’s management agreement was a lease or licence, whether it remained enforceable after its stated expiry date, or whether the 2019 termination was otherwise justified. Other claims, including Spiritus’s claims for possession and financial relief, remain unresolved.
A separate issue about representation of the Peig Sayers Hotel Partnership was resolved after the solicitors acting for Frank Conway agreed to come off record for the Partnership while continuing to act for him. The judgment did not decide the remaining disputes over control of the hotel or the parties’ broader financial claims. The case was listed for mention on 8 July 2022.