Higgins v Argent Developments

CourtSupreme Court
JudgeKeane C.J.
Judgment Date13 May 2003
Neutral Citation2003 WJSC-SC 6049
Date13 May 2003

2003 WJSC-SC 6049


Keane C.J.

Geoghegan J.

McCracken J.











Oral agreement - Whether sufficient note or memorandum in writing - Accuracy of written note - Whether complete - Statute of Frauds, 1695 (51/2002 - Supreme Court - 13/5/2003)

Higgins v Argent Developments

the plaintiff was interested in purchasing lands from the defendant and agreed to pay a booking deposit of £10,000 and a further deposit of £28,000 when the contract for sale was sent to him. A letter from the defendant’s agents dated the 24th September, 1998 to the plaintiff set out the details of the agreement, including the £10,000 booking deposit and a statement that the defendant had good marketable title but which did not include any details as to the second deposit for £28,000. Ultimately, the defendants decided that they were not prepared to proceed with the transaction. The High Court, on application to it by the plaintiff, made an order that the contract ought to be specifically performed. The defendants appealed that order. The defendant argued that the plaintiff was in fact taking the land with what was less than a good marketable title and that consequently the note or memorandum did not accurately reflect the agreement between the parties. It was also argued that neither the amount of the deposit nor the closing date was accurately reflected in the memorandum and that consequently, there was no compliance with the Statute of Frauds.

Held by the Supreme Court in dismissing the appeal that if there was an inaccuracy in relation to any essential term of an oral agreement entered into between the parties in the note or memorandum, there would be no valid note or memorandum in existence for the purposes of the Statute of Frauds. The fact that a further £28,000 deposit was to be paid which was not referred to in the memorandum would only be fatal to the existence of it as a valid note or memorandum if such a term was so essential that it had to be set out therein. A term as to a deposit was not of such materiality to parties entering into a contract for the sale of land that the absence of a reference to it in the note or memorandum was fatal. That the memorandum had to be read in light of the existing circumstances existing on the day it was written and the parties were fully aware of the closing date and what they meant by good marketable title. Accordingly, the memorandum accurately reflected what had been agreed in relation to the vendor’s title and there was compliance with the Statute of Frauds.

Reporter: P.C.


JUDGMENT of the Court (ex-tempore) delivered the 13th day of May 2003, by Keane C.J.


This is an appeal from a judgment and order of the High Court (Mr. Justice O'Sullivan), in which he granted a decree for specific performance of certain lands at Clonmel which are the property of the defendant company. The defendants have appealed to this court from the finding of the learned High Court judge that the contract ought to be specifically performed.


Some of the facts, at least, were not and are not now in dispute. The plaintiff, Mr. John Higgins, was interested in purchasing certain lands which are identified at Davis Road, Clonmel approximately 10.7 acres. He had a particular reason for wanting to buy them because they adjoined his own property and he was concerned to ensure that they were either not developed at all or at all events were only developed in a manner over which he had some control. There were discussions on the telephone between himself and Mr. Robert Nugent, who was the auctioneer acting as agent for a Mr. John Butler, who was, in fact, the majority shareholder and effectively the person controlling the defendant company who were the owners of the land in question.


Again, there is no dispute that after a certain amount of negotiations over the telephone, with obviously Mr. Butler being consulted by Mr. Nugent as his agent, as to what he might be prepared to take for the lands, the parties ultimately came to an agreement that they should be sold to the plaintiff for the sum of £380,000. It was also agreed, on that same day, 24 th September 1998, that the plaintiff was to call into the office of the auctioneer, Mr. Nugent in Clonmel, to sign the agreement and to pay a booking deposit of £10,000. It was clearly agreed in the course of that conversation, that there would be a booking deposit of £10,000 and it was also not seriously in dispute that Mr. Nugent made it clear that when the formal contract for sale, was sent out the plaintiff would have to pay to 10% deposit in the normal way and would therefore have to pay an extra £28,000. There was not the slightest difficulty or difference between the parties about that. That was all agreed.


What happened next was that the plaintiff went into Mr. Nugent's office as agreed and Mr. Nugent had typed up a document, which I should read in full, on the headed notepaper of Messrs. Stokes and Quirke, the auctioneers of whom Mr. Nugent was a member. It is dated the


24 th September 1998,


addressed to


Mr. John Higgins,


Davis Road,




Re: Lands at Davis Road, Clonmel Circa 10.7 acres.


Dear Mr. Higgins,


We, as agents for the vendor, Mr. John Butler, hereby agree the sale of the above lands to John Higgins subject to the following conditions.


1. Sale price £380,000


2. Good marketable title


3. Deposit £10,000


4. Closing date 2 nd October 1998.


We also hereby acknowledge receipt as at No. 3 above,[i.e., the booking deposit of £10,000 (it does not say booking deposit but that is obviously what it was what the parties had agreed to] signed on behalf of the vendor, Robert T. Nugent signed by the purchaser John Higgins.


Ps. We will furnish any documents required by the purchaser.


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