GF Galvin Estates Ltd v Hedigan
| Jurisdiction | Ireland |
| Judge | Mr. Justice Costello |
| Judgment Date | 01 January 1985 |
| Neutral Citation | 1985 WJSC-HC 256 |
| Court | High Court |
| Docket Number | No. 11377P/1982 |
| Date | 01 January 1985 |
and
1985 WJSC-HC 256
The High Court
Synopsis:
AGENCY
Creation
Sale of land - Estate agent - Commission - Landowner appointing plaintiff company as "sole selling agency" - Agency to be created on happening of specified event - Sale of land by defendant owner before happening of event - Commission on purchase price not payable to plaintiff - No grounds for implication of term preventing sale by defendant - No breach of contract by defendant - Plaintiff not entitled to payment on basis of quantum meruit - (1982 No. 11377P - Costello J. - 27/11/84).
Galvin Estates v. Hedigan
CONTRACT
Implied term
Sale of land - Estate agent - Commission - Agency to be created on happening of specified event - Sale of land by defendant owner before happening of event - No breach of contract by defendant - Commission on purchase price not payable to plaintiff - No grounds for implication of term preventing sale by defendant - Plaintiff not entitled to payment on basis of quantum meruit - (1982 No. 11377P - Costello J. - 27/11/84).
Galvin Estates v. Hedigan
CONTRACT
Quasi contract
Quantum meruit - Sale of land - Estate agent - Commission - Defendant landowner appointing plaintiff company as "sole selling agent" - Agency to be created on happening of specified event - Defendant selling land before happening of event - No breach of contract by defendant - Plaintiff not entitled to payment on basis of quantum meruit - (1982 No. 11377P - Costello J. - 27/11/84).
Galvin Estates v. Hedigan
Citations:
BREWER STREET INVESTMENTS LTD V BARCLAYS WOOLLEN CO LTD 1954 I QB 428
FOLENS V MIN EDUCATION 1984 ILRM 265
LUXOR (EASTBOURNE) LTD V COOPER 1941 AC 108
MURPHY BUCKLEY & KEOGH LTD V PYE (IRL) LTD 1971 IR 57
WILLIAM LACEY LTD V DAVIS 1957 1 WLR 992
Judgment of Mr. Justice Costello delivered the 27th November 1984
On the death of the first-named Defendant's father in 1973 he and his brothers and sisters became entitled beneficially to a thirty five acre holding comprising a dwelling-house and lands in north County Dublin. In November, 1979 the dwelling-house was sold (the Plaintiffs acting as auctioneers), but from April of that year the Hedigans were actively concerned about selling the lands also. At this time the Dublin County Council (the Planning Authority for the area) was engaged in a review of the County's Development Plan, an operation in which the Hedigans were vitally interested. Like a lot of landowners in the area they hoped that they could persuade the Council to re-zone their lands (whose use at that time was restricted to agricultural and amenity purposes) so that they could be used for industrial purposes, a change which would, of course, increase their value many fold. In April 1979 they, and a number of adjoining landowners had employed a Mr. O'Malley as a town planning consultant and entered into a contract (drafted with careful precision) with him relating to his fees. At the same time they met and consulted with Mr. Galvin who though not at that time employed as an estate agent to sell the lands was active in promoting different sets of proposals to obtain the desired varation in the Development Plan. One proposal was that a company should be formed, Merkel and Co., and that this company would, on behalf of the Hedigans and two of their neighbours, Mr. Flanagan (who owned about 25 acres) and Mr. Byrne (who owned about 320 acres) put forward a joint proposal to the Council involving the re-zoning for industrial purposes the lands of all three owners.
Mr. Galvin had been an estate agent since 1976, but he also held himself out as a lobbyist, that is someone who could assist in persuading the elected members of the County Council of the desirability of re-zoning the lands. In pursuit of this objective Mr. Galvin from 1979 onwards met at least 20 members of the Council, some of them a number of times. But it was not until March of 1980 that he entered into a contract with the Defendant and his colleagues in the joint venture relating to his appointment as selling agent and the fees to which he would be entitled. This action arises because on the 15th January 1982 the Defendants agreed without reference to the Plaintiffs to sell their lands to another neighbour, Mr. Harris, for £500,000. At that time the lands were not re-zoned, but in the following April a motion proposing their re-zoning in draft proposals to vary the County Development Plan was adopted by the Council. However this motion was subsequently rescinded and the lands were never in fact re-zoned in the variations later formally adopted by the Council. The Plaintiffs claim that they are entitled to their commission on the sale to Mr. Harris at the rate of 3percnt; on the purchase price (namely £15,000) and Value Added Tax on this fee amounting to £3,450., or alternatively to reasonable remuneration for the work they performed on the Defendants" behalf.
Practically every incident in the parties relationship has been the subject of conflicting testimony, but I think it is necessary to give my conclusions only on those issues which are relevant to determine the legal points in the case. I propose firstly to determine what was the contract between the parties, then to construe its terms, then to consider whether it was subject to any implied terms and finally, on this part of the case, to indicate my view as to whether the Defendant breached it. I propose then to examine the Plaintiffs" claim for payment based on a quantum meruit. The second and third named Defendants are merely trustees and when I refer to the "Defendant" in this Judgment I will be referring to the first-named Defendant who, throughout this case, acted on behalf of his brothers and sisters, and whose actions have bound the trustees.
As to the contract, the Plaintiffs wrote on the 7th March 1980 to the Defendants, Mr. Byrne and Mr. Flanagan. I shall firstly refer to the letter. It reads as follows:
"Further to our various discussions we write to confirm our proposals as made to you this morning. In consideration of our assistance in having your lands re-zoned during the current development plan review we seek the sole selling agency of said lands it being noted that it would be your intention to market these lands at the earliest possible date after the hoped for re-zoning. Our agreed fee will be at 3percnt; of contract price. If VAT is legally chargeable as and when the transaction takes place then VAT at the appropriate rate will have to be added to the above.
You may be assured of our best efforts at all times and subject at the foregoing perhaps you would sign confirmation and agreement below."
On receipt of this letter the Defendant signed it, having first added a proviso to which I will refer in a moment. He returned it by hand to the Plaintiff's offices a few days later. Mr. Flanagan returned the letter, unamended, but Mr. Byrne did not. Mr. Galvin was very concerned at Mr. Byrne's apparent reluctance and telephoned the Defendant to obtain his assistance in procuring Mr. Byrne's signature to the letter. The Defendant saw Mr. Byrne and after a long interview Mr. Byrne wrote a letter by hand and signed it. At Mr. Byrne's request the Defendant also signed the letter for the purpose, it would seem, of witnessing Mr. Byrne's signature. The terms on which Mr. Byrne was prepared to accept the Plaintiff's appointment were materially different to those of the Defendant's agreement. On the 20th March, 1980 the Defendant brought this letter to the Plaintiff's offices. I cannot accept the Plaintiff's version of what then occurred and in particular I must hold as a fact that he did not append his signature to his letter of acceptance and to Mr. Byrne's letter of acceptance during the course of this meeting.
Accordingly, I reject the plea that the terms of the Plaintiffs and the Defendants contract are to be construed by reference not only to the letter of the 7th March signed by the Defendant but also to the letter of the 19th March written by Mr. Byrne - the written contract between the parties is to...
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