Mateer (plaintiff) v Dublin City Council
| Jurisdiction | Ireland |
| Judgment Date | 23 January 2006 |
| Date | 23 January 2006 |
| Court | Circuit Court |
THE CIRCUIT COURT
Contract - Specific performance - Land - Lease - Terms and conditions - Duration and commencement of lease - Construction - Whether material terms sufficiently clear and precise - Whether sufficient note or memorandum to comply with Statute of Frauds - Whether completed and enforceable contract
the plaintiffs submitted that the defendant gave them an opportunity to purchase a long lease on their local authority flat. They filled in an application form and correspondence flowed between the parties thereafter culminating in a letter from the defendant which stated, inter alia, that “if you are interested in purchasing…you should complete and return the attached form…all negotiations and any agreement…shall be deemed to include a condition that the [defendant] shall not be bound until statutory approval…has been obtained” The plaintiffs returned the said form which contained the words: “I am willing to purchase, please submit my offer”. The defendant did not proceed with the scheme. The plaintiffs contended that they were entitled to an order for specific performance of a concluded contract for the sale. The defendants submitted that the documentation relied on by the plaintiffs was not a sufficient note or memorandum to comply with section 2 of the Statute of Frauds (Ireland) Act 1695 and, further, that there was no complotted and enforceable contract.
Held by Mr Justice Smyth in dismissing the claim that the duration of a lease and its commencement date as well as a certain rent were material terms which had to be certain and precise before there would be a concluded contract for a lease. In construing documents, the court had to deduce the intention of the parties from the actual words of the document itself. The fact that material terms were not recorded in any of the documents relied upon by the plaintiffs meant that there was no concluded and enforceable contract between the parties. Furthermore, the existence of the words “please submit my offer…” in the final document in the series of correspondence sent by the plaintiffs to the defendants were inconsistent with the existence of a concluded agreement and, therefore, prevented the documentation relied upon by the plaintiffs from constituting a sufficient note or memorandum of an agreement for sale in accordance with the provisions of section 2 of the Statute of Frauds. For those reasons, the doctrine of part performance did not apply as a pre-condition of its application was the existence of a contract certain and definite in its terms.
Reporter: P.C.
JUDGMENT of The Hon. Mr. Justice Esmond Smyth delivered on the day of 23rd Januarv, 2006.
The plaintiff's claim is,inter alia,for specific performance of what is claimed to be a written contract for the sale of land, namely; the premises 46 O'Rahilly House, Ringsend, in the city of Dublin for the sum of £5,800.00.
In or about 1988, the first named plaintiff, became aware, as a result of a notice from the defendants, that he was eligible to apply to purchase his flat under the terms of a Dublin corporation scheme for the sale of flats and maisonettes to tenants.
The plaintiff was interested in purchasing his flat, and he wrote to the defendants, who furnished him with an application form which he completed together with another form, giving details of the persons living in the flat and their income. Both forms were signed by the first named plaintiff and dated the 5th December, 1988, and the plaintiff returned these forms to the defendants housing department, sales scheme section. Subsequently, the plaintiffs were furnished with a certificate from the defendants, dated the 10th December, 1990. This form was headed"sales scheme section - tenancy check,"and it certified that the first named defendant had been a tenant of their premises since August 1981.
The next the plaintiffs heard about the matter, was when they received a letter, dated the 18th December, 1990, from the defendants, including an attached form to be completed by the plaintiffs, and I quote:
"If you are interested in purchasing at the price and repayments quoted, you should complete and return the attached form (page 2) to this office within one month of this above date ".
The defendant's letter to the plaintiffs referred to their application to purchase their dwelling and set out a sale price calculated in accordance with the defendant's scheme (1989) for the sale of corporation flats and maisonettes to tenants. The gross sale price was set at IR£15,600.00 Irish punts i.e. (market value), and after certain
appropriate deductions, the net sale price was fixed at £5,800.00. The maximum repayment period was to be 30 years, repayable as a weekly annuity, at 9% per annum, being £10.49 per week. In addition to the repayment annuity, provision was also made in the letter for a charge to cover costs incurred by the defendants in maintaining and cleaning balconies, stairways, courtyards and other areas within the curtilage of the flat scheme. There was also provision, that fire insurance was to be payable, in addition to the annuity, in a combined weekly payment.
The final paragraph of the letter stated that:
"All negotiations and any agreement between the Corporation and the proposed tenant purchasers shall be deemed to include a condition that the Corporation shall not be bound until statutory approval of the City Council has been obtained. "
Having considered the contents of this letter, the plaintiffs decided that they wanted to purchase their flat in their joint names and the first named plaintiff completed the form on the 16th January, 1991, including the part of the form which provided for joint purchase.
The form- itself, recites,inter alia,that the plaintiffs are willing to purchase their dwelling from the corporation `for the net sale price, as stated on page 1, of£5,800. 00." The document further recites:
"I understand and accept that no warranty will be given by the Corporation in relation to the condition of the dwelling, that there will be no obligation on the Corporation to put the dwelling into good structural condition and that it is my responsibility to satisfy myself as to its condition. I also understand and accept that I have no right of appeal to the Minister for the Environment and that the future maintenance and repair of the dwelling is my responsibility. "
"Please submit my offer to the City Council in accordance with s. 83 of the Local Government Act 1946 as amended by s. 90 of the Housing Act, 1966 I accept that the Corporation must be satisfied that my income is sufficient to meet the outgoings on the dwelling before the completion of the sale. "
"All negotiations and any agreement between the Corporation and the proposed tenant purchaser(s) shall be deemed to include a condition that the Corporation shall not be bound until the statutory approval of the City Council has been obtained. "
The completed form was returned to the defendants, but notwithstanding that, the plaintiffs heard nothing further in the matter, until, in 1995, they received a letter from the defendants stating that they were not proceeding with the scheme. In their
letter, of February, 1995, the defendants outlined their reasons for not proceeding with the scheme. They acknowledged that the decision would be a matter of acute disappointment to many potential purchasers whose legitimate expectations of home ownership had been dashed. As outlined in the letter, the reason given for not proceeding with the scheme, was that there would have been an unacceptably high risk that a significant number of purchasers would end up with flats that they could not sell, with service charges and refurbishment bills that they could not afford, and with unsatisfactory arrangements for management and maintenance. It seems that there were also"other legal difficulties"involved in proceeding with the scheme, which became apparent, when a number of legal opinions were, considered by the defendant's legal advisors. It seems that this advice was sought and obtained in or about the period covering 1991 to 1993. According to Ms. O'Neill, a senior solicitor in the Law Department of Dublin City Council, no managerial order has been signed and no council resolution has been passed in relation to the scheme. Ms. O'Neill said, that the defendants, had made their full file available to the plaintiffs in relation to the history of the perceived technical and legal difficulties in proceeding with the scheme, and she drew attention, in her evidence, to the contents of some of the relevant documents on file in relation to the matter.
In any event, insofar as these particular proceedings are concerned, there is no reason to delve, in any great detail, into the legal and technical reasons why the scheme didn't proceed; the fact is that it didn't go ahead.
As far as the plaintiffs were concerned at the time, once they completed and returned the attached form on page 2 of the Corporation's letter to them of December 1990 stating that they were willing to purchase the flat for the price of £5,800.00 and at the repayments quoted, the Plaintiffs believed that they had a completed contract, and all that remained to be done was to pay the deposit or the full price and await the completion of the sale.
In the interim the plaintiffs said, that they spent quite a .lot of money, carrying out improvements to their flat, because they thought at the time, that they were going to buy it, and they said that they had the money ready for that purpose to pay for their flat.
THE WORK DONE TO THE FLAT:
The plaintiffs have claimed £8,500.00 for improvements which they say they carried out...
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