The Gazette 1981

GAZETTE

JULY AUGUST 1981

very express words in a statute to bring about such a result. The Plaintiffs were therefore entitled to relief against forfeiture. Griffin J. while concurring in the result expressly reserved for decision in an appropriate case the question as to whether the words "personal qualifications of the tenant" in Section 2 (3) (e) of the 1892 Act were capable of applying where the tenant is a limited company. Industrial Development Authority — Supreme Court (per O'Higgins C.J. with Griffin and Kenny JJ.) - 21 May 1981 unreported. MCB (Galway) Limited (In liquidation) v. SALE OF LAND Liability of Purchaser to pay interest when delay in closing — closing postponed as a result of adverse act on search. The Plaintiffs agreed on 30 March 1979 to sell premises in Dublin for £130,000 to the Defendant. The parties used the Law Society Standard Conditions of Sale (1978 Edition). The closing date was fixed for 18 May 1979 with provision for the payment of interest on the balance of the purchase price in the event of the sale not being closed on that day, in certain circumstances. The Plaintiffs solicitors sent copy title documents to vouch the title contracted for to the Defendant's solicitors on 19 April. There was a. postal strike in progress and both firms of solicitors had made arrangements for delivery of letters by hand. The documents were to reach the Defendant's solicitors on 20 April. The conditions provided that requisitions on title were to be delivered within ten days, time being of the essence. It was not until 3 May, because of the complexity of the title, that the Defendant's solicitors were in a position to send their requisitions. A letter enclosing the requisitions was written and signed on 3 May but for some unexplained reason did not reach the Plaintiffs' solicitors' office until 16 May. The Plaintiffs' solicitors replied to the requisitions on 17 May and on 22 May informed the Defendant's

The Plaintiffs claimed that by virtue of Section 2 of the Conveyancing Act 1892 the Defendants were not entitled to rely on the provisions of the clause. Section 14 of the Conveyancing Act 1881 which gave relief against re-entry or forfeiture did not apply to "a condition for forfeiture on the bankruptcy of the lessee"; "bankruptcy" under the provisions of Section 2 of the 1881 Act including "liquidation by arrangement". However, the combined effect of Sections 2 (2) and (3)(e) of the Conveyancing Act 1892 was to provide that the exclusion of the relief given by Section 14 of the 1881 Act in the event of bankruptcy was only to apply "after the expiration of one year from the date of the bankruptcy" except in the case of the lease of:- "any property with respect to which the personal qualifications of the tenant are of importance, for the preservation of the prop- erty or on the ground of neighbourhood, to the lessor, or to any person holding under him". Held( per O'Higgins C.J. with Kenny J. concurring): (1) That it was difficult to associate the words "personal qualifications" with a company. It was necessary that the Plaintiff company have power to accept the lease and to engage in the industrial activity envisaged but it was straining language to suggest that the possession of such powers related to "personal qualifi- cations". (2) That the lease in issue, and others granted by An Foras Tionscal and the Defendants, were made solely for commercial purposes; that the character of the property was that of a factory and the lease provided that it could only be used as such; that the neighbourhood was an industrial estate; and that in relation to neither the value nor the character of the premises nor the neighbourhood could the personal qualifications of the selected tenant be regarded as of importance; and that if the Defendants' contention was correct that the relief provided by the 1892 Act would never apply to leases made by the Defendants or An Foras Tionscal; and that if that were to be so it would require

Patrick Joseph Maye v. Patrick Merriman — High Court (per Hamilton J.) - 13 February 1980 - unreported.

LANDLORD AND TENANT Whether forfeiture of Lease on Liquidation could take place — effect of Conveyancing Act 1892 — relief against forfeiture. An Foras Tionscal, the predecessor in functions and title to the Defendants, developed an industrial estate in Galway on which it had erected factory premises. It leased one of these factories to the Plaintiffs for a term of 25 years from 1969. The aim of the Defendants was to attract suitable industrial activity for the creation of employment in an under-developed area and the rents reserved by such leases (including the lease in issue) were below market rents. The lease to the Plaintiffs contained a covenant restricting the use of the premises to the manufacture of copper cylinders and calorifiers. The lease contained the following provision :- "33.1 If the lessee being a company shall go into liquidation (other than a voluntary liquidation for the purpose of amalgamation or reconstruction) or being an individual shall be adjudicated a bankrupt or take the benefit of any Act for the relief of debtors or if an order is made or an effective resolution passed for the winding- up of the lessee's business or if a receiver is appointed over the property of the lessee, then and in any of the cases it shall be lawful for An Foras Tionscal to terminate this lease by serving a notice of termination on the lessee. On the service of such notice this lease shall absolutely cease and determine without prejudice to any claim of An Foras Tionscal against the lessee arising out of any antecedent breach or of any condition of this lease". The Plaintiff went into liquidation pursuant to a resolution of 8 November 1977. By letter of 15 November 1977 the Defendants purported to terminate the lease by serving a notice under clause 33.1.

xxii