The Court of Appeal has dismissed Michael Breslin’s appeal against a Commercial Court order requiring him to pay £9,397,725.60 to National Asset Loan Management DAC (NALM) under a personal guarantee. The judgment, delivered by Ms Justice Máire Whelan on 26 October 2017, leaves the summary judgment and costs order in place.
NALM sued Breslin as guarantor of debts owed by Car Park Solutions Limited to Anglo Irish Bank. The loans financed the acquisition of a property on Waterloo Road in London. The company defaulted, and a receiver’s sale of the property in 2011 reduced the debt but left an outstanding balance. NALM said it acquired the loans and related security, including the guarantee, in December 2010 under the National Asset Management Agency Act 2009.
Breslin argued that he signed the guarantee after Anglo representatives assured him the bank would provide construction finance for a hotel development. He said that finance was never advanced. The Court of Appeal treated the alleged assurances as statements of expectation about future events, not a binding promise to lend. It also relied on the guarantee’s clause stating that the guarantors had not relied on representations by the bank. The court separately held that, under section 101 of the 2009 Act, an undisclosed and unrecorded representation could not be enforced against NALM to affect the acquired bank asset.
The court rejected Breslin’s challenge to NALM’s acquisition of the guarantee. It found no credible basis to undermine the statutory certificate recording the transfer, which it said was conclusive on the matters it set out. It also rejected the argument that negative pledge clauses in earlier floating charges prevented the transfer. The judgment noted that any breach of those clauses would be a matter for the parties entitled to enforce the charges.
Breslin also relied on a release document and compromise involving IBRC in special liquidation, concerning a separate mortgage over the Woodbridge Stud/Dunsany property in County Meath. The court found that the dealings related to that mortgage and that IBRC had no authority to release liabilities owed to NALM under the company guarantee. The judgment said this finding did not determine any rights Breslin or his wife might have against IBRC or another party under the American document.
The court also rejected the constitutional challenge to provisions of the 2009 Act. It held that the challenge was out of time and, insofar as relevant, that the provisions were proportionate. Concluding that the asserted grounds did not disclose a real or probable defence, the Court of Appeal dismissed the appeal on all grounds. It did not conduct a trial of the underlying dispute; it reviewed the summary judgment decision.