Complex Management Company Agreements and Litigation Eileen Roberts shines a light on complex management company agreements and a recent High Court decision on the issue
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he Commercial Court (Barniville, J.) recently delivered judgment in Clarion Quay Management Company v Dublin City Council and Anor [2021] IEHC 811. The judgment is noteworthy for a number of reasons, including: (a) the Court's consideration and application of the rules of contractual interpretation to a complex management company agreement that incorporates the Law Society General Conditions of Sale (1995 edition): (b) the thorough discussion of the law on implied terms; (c) the guidance on, among other things, the interpretation of the Multi-Unit Developments Act 2011 (the 2011 Act), to include retrospective effect and the exclusive jurisdiction of the Circuit Court to enforce rights conferred by the 2011 Act; and (d) the fact that the judgment of the Commercial Court was delivered in respect of the trial of four agreed preliminary issues and in circumstances where there were other proceedings between the parties in both the High Court and the Circuit Court.
Background The proceedings arose from a development that comprised retail and residential units known as Clarion Quay (the Development). Dublin City Council (DCC) was the first defendant and the owner of the lands 48 the Parchment
upon which the Development had been constructed. DCC was vested with the reversionary interests in the leases, the common areas and the unlet areas of the Development. The remaining defendants were members of a partnership referred to as Campshire Partnership (Campshire) which was the developer alongside Dublin Docklands Development Authority (DDDA) for the Development. Campshire also claimed beneficial ownership of various units and parking spaces in the Development. The relationship between Campshire and DDDA was governed by a joint venture agreement (JVA). There was also a management company agreement (MCA) between the owners of the management company (Clarion), DDDA and the North Wall Quay Partnership regarding the Development. Under the MCA, DCC succeeded both the rights and obligations of the DDDA. Clarion alleged that DCC and Campshire were responsible for various defects in the Development's design, construction and certification. In July 2019, Quinn, J. directed the trial of the following four preliminary issues: (1) Whether DCC was bound by general condition 36(d) of the Law Society General Conditions of Sale (1995 edition) (the 1995 General Conditions); (2) Whether certain terms that Clarion sought to place
