Gibbons -v- Doherty & Anor [2013] IEHC 109 (14 March 2013)

Gibbons -v- Doherty & Anor [2013] IEHC 109 (14 March 2013)

The court held that the plaintiff, by accepting the second named defendant (ADT Investments Limited) as purchaser for lots 1 and 2 under the same contract, was bound to accept the company as purchaser for lot 3. The contract was commercial, the company was disclosed prior to completion of the first lot, and the plaintiff raised no objection at that time. The court found no neglect or default by the defendants and determined that specific performance should be ordered against the second named defendant for lot 3. Daniel Doherty was not personally liable as the principal had been disclosed and accepted.

Citation
[2013] IEHC 109
Parties
Plaintiff: John Gibbons; First Named Defendant: Daniel Doherty; Second Named Defendant: ADT Investments Limited
Jurisdiction
Ireland
Judgment Date
14 March 2013
Procedural Posture
Plenary Summons (specific Performance and Damages) / High Court Judgment
Outcome
Specific performance ordered against the second named defendant (ADT Investments Limited) for lot 3; no personal liability for the first named defendant (Daniel Doherty).
Legal Topics
Specific Performance, Pre Incorporation Contracts, Agency and Trust in Property Transactions, Ratification Under Companies Act, Personal Liability of Trustees/agents
Contract Law Property Law Company Law Specific Performance Pre Incorporation Contracts Agency and Trust in Property Transactions Ratification Under Companies Act Personal Liability of Trustees/agents

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Parties

John Gibbons

Plaintiff

Daniel Doherty

First Named Defendant

ADT Investments Limited

Second Named Defendant

Procedural Posture

Plenary Summons (specific Performance and Damages) / High Court Judgment

Legal Issues

  1. 1 Whether the first named defendant (Daniel Doherty) is personally liable to complete the contract for sale of land where he signed 'in trust' for a company not yet incorporated at the time of contract.
  2. 2 Whether the second named defendant (ADT Investments Limited) is liable for specific performance of the contract for the third lot.
  3. 3 Interpretation and application of General Condition 30 of the Law Society’s General Conditions 2001 and s.37 of the Companies Act 1963.

Ratio Decidendi

The court held that the plaintiff, by accepting the second named defendant (ADT Investments Limited) as purchaser for lots 1 and 2 under the same contract, was bound to accept the company as purchaser for lot 3. The contract was commercial, the company was disclosed prior to completion of the first lot, and the plaintiff raised no objection at that time. The court found no neglect or default by the defendants and determined that specific performance should be ordered against the second named defendant for lot 3. Daniel Doherty was not personally liable as the principal had been disclosed and accepted.

Court Disposition

Specific performance ordered against the second named defendant (ADT Investments Limited) for lot 3; no personal liability for the first named defendant (Daniel Doherty).

Orders

  • Order for specific performance of the contract for lot 3 against ADT Investments Limited.
  • No order for specific performance or damages against Daniel Doherty personally.