Irish Life Assurance Company Ltd v Dublin Land Securities Ltd

• Jurisdiction: Ireland
• Court: Supreme Court
• Judgment Date: 26 July 1989
• Docket Number: [S.C. No. 193 of 1986]
• Date: 26 July 1989

(S.C.)

Irish Life Assurance Co. Ltd

and

Dublin Land Securities Ltd

- Rectification - Contract for sale of ground rents - Alleged term not embodied in contract - Notice to purchaser's agent - Whether common intention to include term - Whether mutual mistake - Onus of proof.

The appellant company owned a substantial portfolio of ground rents. It also owned certain lands at Palmerstown, County Dublin, the subject of compulsory purchase orders of the County Council and Corporation of Dublin, together with other adjoining lands the acquisition of which had been agreed with the local authorities. W., an auctioneer, communicated to the appellant an offer from F., a property developer, to buy the portfolio which offer the appellant accepted and a contract for sale was drawn up. The respondent company was formed by F. to take the conveyance of the ground rents. The appellant had no intention of including the Palmerstown properties in the sale to F., but the appellant's legal department, due to an oversight, included all but a portion of the Palmerstown properties in the portfolio. The appellant's property manager, prior to the execution of the contract, told W. that a "significant holding of land the subject of a c.p.o. at Palmerstown" was not being included in the contract. W., however, never informed F. of this. On the day the draft contracts were due to be exchanged between the parties, the respondent's solicitor was not satisfied that the draft contract included all the properties the respondent was entitled to acquire, but it was indicated to him by the appellant's legal department that the transaction would be at an end if the contracts were not signed that day. Consequently the respondent's solicitor executed and exchanged contracts on behalf of the respondent. Subsequent to that date, the schedules to the contract were altered by agreement between the parties to include and exclude certain properties which were and were not regarded as forming part of the sale. However, when the appellant discovered the error that had been made in respect of the Palmerstown properties and sought their exclusion from the contract, the respondent refused to agree to that course. The amount of compensation payable in respect of the properties which were the subject of the compulsory purchase orders and the acquisition agreements exceeded £500,000. The appellant instituted High Court proceedings contending that the contract was drawn up and signed under a mutual mistake...