Bare Trustees, Limitation and Security for Costs:
Commentary on Good Hope Investments Ltd v New Ireland Assurance Company plc [2025] IEHC 667

1. Introduction

The decision of Nolan J. in Good Hope Investments Ltd v New Ireland Assurance Company plc [2025] IEHC 667 arises from an exceptionally unusual factual scenario: a property sold in 1991 was never registered in the purchaser’s name, leaving legal title with the vendor, which then resold the same property in 2017 for over €2.5 million and retained the proceeds.

The case comes before the High Court on an interlocutory application by the defendant, New Ireland Assurance Company plc (“New Ireland”), seeking security for costs against the plaintiff, Good Hope Investments Ltd (“Good Hope”), a Turks and Caicos–incorporated special purpose vehicle (SPV) whose only asset had been the property in question at 67 Bride Street, Dublin.

The judgment is significant in two main respects:

It grapples with the interaction between vendor–purchaser bare/constructive trusts and the Statute of Limitations 1957, particularly the definition of “trustee” in s.2(2)(a)(i) and the limitation rules for breach of trust claims in ss.43–44.
It applies and clarifies the “special circumstances” exception to security for costs applications, reaffirming the Connaughton Road/Quinn Insurance line of authority, and refusing security where the plaintiff’s impecuniosity is prima facie attributable to the very wrongdoing alleged.

Although the judgment is confined to the security for costs stage and does not finally determine limitation or liability, it sets out important reasoning on:

how vendor–purchaser trusts are characterised for the purposes of the 1957 Act;
how “prima facie defence” is assessed where limitation and trust characterisation are strongly contested; and
when a defendant’s otherwise meritorious security for costs application will be refused because of the causal link between the defendant’s alleged wrong and the plaintiff’s inability to pay costs.

2. Summary of the Judgment

2.1 Facts in brief

Good Hope is a Turks and Caicos SPV incorporated in 1991 to hold family property interests.
In 1991, Good Hope contracted with New Ireland to purchase 67 Bride Street, Dublin, for £78,000.
A Deed of Transfer was executed by New Ireland in December 1991, and the purchase monies were paid.
However, registration in the Land Registry did not occur; the legal title remained in New Ireland’s name.
In 2017, unaware (on its account) of the earlier sale, New Ireland executed a second transfer of the same property to Xenium Mainguard Ltd for €2,507,500. Xenium resold in 2022 for over €3 million.
Good Hope only discovered the 2017 sale in or around 2022 when it saw the property included in a planning application. It then lodged a caution and commenced correspondence which culminated in proceedings issued in July 2024.

Good Hope sues New Ireland primarily for breach of trust, alleging that New Ireland, as bare trustee of the property, had no right to resell it and wrongfully retained the proceeds. New Ireland’s principal threshold defence is that the claim is statute-barred, and it thus seeks security for its defence costs (estimated at c. €400,000).

2.2 The security for costs framework

New Ireland’s application was brought:

under Order 29, rule 3 of the Rules of the Superior Courts (foreign-resident plaintiff); and
by analogy with s.52 of the Companies Act 2014 (corporate plaintiff with insufficient assets).

Two threshold conditions were agreed or found:

New Ireland must establish a prima facie defence to Good Hope’s claim.
Good Hope is unable to meet an adverse costs order if it loses (impecunious SPV with no remaining asset).

If these conditions are met, security for costs should ordinarily be ordered unless the plaintiff proves “special circumstances” justifying refusal.

2.3 Findings on prima facie defence

The court held:

A trust relationship clearly arose in 1991 between New Ireland (as vendor retaining legal title) and Good Hope (holding the entire beneficial interest). New Ireland was a trustee “by implication of law” – a bare or constructive trustee.
By virtue of s.2(2)(a)(i) of the Statute of Limitations 1957, such a trustee falls outside the definition of “trustee” for the purposes of ss.43 and 44 of the Act (which govern limitation of breach of trust actions).
Accordingly, the specific breach-of-trust limitation regime in ss.43–44 does not apply to this relationship.
However, the judge regarded as “novel” and “unlikely” the proposition that there would be no limitation period at all in a non-fraudulent claim involving a bare or constructive trust. He accepted that New Ireland had at least a prima facie limitation defence (whether under general limitation provisions or equitable doctrines) because the cause of action arguably accrued at the latest in 2017 when the second sale took place.
New Ireland also pleaded contributory negligence / concurrent wrongdoing under the Civil Liability Act, based on the failure of Good Hope’s former solicitors to register the title, but the judge indicated this defence alone would not have sufficed to meet the prima facie threshold.

On this basis, Nolan J. held that New Ireland had demonstrated a prima facie defence.

2.4 Findings on inability to pay

Good Hope, through Mrs Chan’s affidavit, accepted that it lacked sufficient assets to provide full security for costs in the order of €400,000. The second threshold was plainly met.

2.5 Special circumstances and refusal of security

The crucial issue then became whether “special circumstances” existed which would make it unjust to order security, notwithstanding the fulfilled thresholds. Relying on Connaughton Road Construction Ltd v Laing O’Rourke Ireland Ltd [2009] IEHC 7 and its approval in Quinn Insurance Ltd (Under Administration) v PricewaterhouseCoopers (A Firm) [2021] IESC 15, Good Hope argued that:

its inability to pay costs stems directly from New Ireland’s alleged wrongdoing; and
it therefore falls within the established “impecuniosity caused by the tort/ breach” exception to security for costs.

The court accepted, on a prima facie basis, that:

There was actionable wrongdoing by New Ireland in selling the property a second time while holding it on trust for Good Hope and retaining the proceeds.
There was a causal link between that wrongdoing and Good Hope’s impecuniosity: Good Hope’s only substantial asset – an unencumbered property – was disposed of without its consent.
The loss is quantifiable at least by reference to the 2017 sale price of €2,507,500.
That loss is more than sufficient to explain Good Hope’s inability to meet New Ireland’s estimated defence costs.

Applying the Quinn/Connaughton jurisprudence, Nolan J. held that where these four elements are established on a prima facie basis, security for costs should ordinarily be refused, without the need for a further inquiry into whether the order would in fact “stifle” the proceedings. He therefore declined to order security for costs.

Outcome: Application for security for costs refused.

3. Detailed Analysis

3.1 Factual and Procedural Background

The judgment opens with the judge underscoring the “remarkable” nature of the facts on both sides:

Good Hope (or its controlling family) paid for and took possession of a valuable inner-city Dublin property in 1991 but failed to complete registration for over three decades, thereby leaving legal title in New Ireland’s name.
New Ireland, a major life assurance company, failed to maintain internal records sufficient to notify it that the property had been sold, and later resold it in 2017 as if it were still the unencumbered legal and beneficial owner.

The property—67 Bride Street in Dublin’s medieval quarter—had been used by the Chan family for an Asian food business since 1983. In 1990, associated company China Co Ltd was declared entitled by High Court order to a 35-year lease under the Landlord and Tenant (Amendment) Act 1980. In 1991, Good Hope was incorporated as a Turks and Caicos SPV, and shortly thereafter entered a contract for sale with New Ireland, paying £78,000. A formal Deed of Transfer followed in December 1991.

Despite completion of the contractual and conveyancing steps, the transfer was never registered in the Land Registry. Equitable ownership rested with Good Hope, but legal title remained with New Ireland.

In 2017, after internal changes in personnel and information systems, New Ireland agreed to sell the same property to Xenium Mainguard Ltd for €2,507,500 and executed a second Deed of Transfer. In 2022, Xenium resold the property for over €3 million. Good Hope claims to have learned of this only on discovering a planning application for a neighbouring hotel development that appeared to include “its” property.

After lodging a caution and engaging in correspondence, Good Hope issued proceedings in July 2024, seeking to recover the property or, more realistically, the proceeds of the 2017 sale (and possibly subsequent profits). New Ireland countered that any such claim was prima facie statute-barred and sought security for its costs.

3.2 The Trust Relationship and Proprietary Interests

Both parties effectively accepted, and the court confirmed, that the 1991 transaction created a trust relationship:

Good Hope acquired the entire equitable beneficial interest in the property upon payment of the purchase price and execution of the Deed of Transfer.
New Ireland, while remaining the registered owner, held the property on trust for Good Hope.

The judgment draws on classic vendor–purchaser trust analysis, particularly:

Re Strong [1940] IR 382 (Meredith J) – once the vendor has executed the transfer and received the price, “the vendor had done all that he was required to do or could do,” and the purchaser bears responsibility for registration; failure to register does not preserve any equity for the vendor.
Jobling-Purser v Jackman [2001] IEHC 186 – where Kinlen J relied on Soar v Ashwell (1893) 2 QB 390 for the proposition that a person who assumes fiduciary control over property can be treated in equity as an “express trustee” for certain purposes.

New Ireland pleaded in its own defence that a “constructive trust” arose upon the contract for sale, and that after payment and execution of the transfer it held the property on a “bare trust” for Good Hope, but contended that this vendor–purchaser trust was discharged once its own obligations under the sale were complete.

Good Hope, conversely, argued that New Ireland’s obligations as bare trustee continued until registration of Good Hope as owner in the Land Registry; otherwise, New Ireland would be free to transfer to a third party (as in 2017) without any breach of duty, an outcome the court understandably deemed untenable on basic equitable principles.

3.3 Statute of Limitations and the Definition of “Trustee”

3.3.1 Statutory framework

The central legal issue on the limitation defence concerns the interpretation of the Statute of Limitations 1957, particularly the interaction between:

Section 43 – imposing a 6‑year limitation period on actions against a “trustee” to recover trust property or in respect of breach of trust (subject to s.44);
Section 44 – providing that no limitation period applies to actions against a trustee involving:
- fraud or fraudulent breach of trust by the trustee; or
- recovery of trust property or its proceeds still retained by the trustee or converted to his own use.
Section 2(2)(a)(i) – defining “trustee” for the purposes of the Act and excluding:
“a person whose fiduciary relationship arises merely by construction or implication of law and whose fiduciary relationship is not deemed by any rule of law to be that of an express trustee.”

The parties accepted that there was no express trust; the trust arose by implication of law from the vendor– purchaser relationship. The question therefore became: does such a bare/constructive trustee fall within the statutory definition of “trustee” to which ss.43 and 44 apply?

3.3.2 Application to the vendor–purchaser bare trust

New Ireland relied on the Northern Irish Court of Appeal decision in McLean v McErlean [1983] NI 258, which interpreted similar statutory language in the Statute of Limitations (Northern Ireland) 1958. In that case, Gibson LJ held that a vendor who had entered into a contract for the sale of land was not a “trustee” for the purposes of the limitation provisions relating to trusts because any bare trust that arose did so merely by construction or implication of law and thus fell within the statutory exclusion.

Adopting this approach, Nolan J. reasoned as follows:

A trust clearly came into existence following the 1991 contract and transfer – “whether it be a bare trust or a constructive trust” (para. 36).
This trust arose entirely “by implication of law” and was not an express trust.
Section 2(2)(a)(i) is clear in excluding such trustees — those whose fiduciary relationship arises merely by construction or implication of law and is not deemed to be that of an express trustee — from the definition of “trustee” to which the Act’s trust‑related limitation provisions (ss.43–44) apply.
Accordingly, “the trust relationship, which was created, falls outside the parameters of the Statute of Limitations and therefore sections 43 and 44 do not apply” (para. 38).

This is a critical interpretive holding: vendor–purchaser bare or constructive trusteeship is not a “trustee” relationship for the specific purposes of the trust limitation rules in the 1957 Act.

3.3.3 Novelty and prima facie defence

Once that conclusion is reached, a potentially dramatic doctrinal question arises. If ss.43–44 do not apply because New Ireland is not a “trustee” within the statute, what limitation regime (if any) governs Good Hope’s claim?

Good Hope’s stance was that:

if the case is outside ss.43–44 owing to the definition of trustee, then no statutory limitation period applies to its equitable claim against New Ireland as bare trustee; and
in any event, if there were an express trust, s.44 would deprive New Ireland of any limitation defence because the claim is to recover trust property or its proceeds still retained.

New Ireland countered that:

if the specific trust provisions do not apply, the claim falls to be treated “akin to any other cause of action” (para. 39);
in that scenario, the general limitations and/or the equitable doctrine of laches (delay) would apply by analogy; and
on that basis, any cause of action must be regarded as having accrued by 2 November 2017 at the latest, when the second Deed of Transfer was executed, such that issuing proceedings in July 2024 is prima facie out of time.

Nolan J. does not finally resolve this doctrinal clash (that is a matter for trial), but he makes two important observations:

He accepts that there is a trust, and that it is one arising by implication of law, falling outside the “trustee” definition for ss.43–44 (a relatively clear holding).
He regards as “novel” and “unlikely” the idea that in a “perfectly ordinary non fraudulent matter, involving a bare trust or a constructive trust, that there would be no statute of limitations” (para. 42).

On that basis, he concludes that New Ireland has shown a prima facie limitation defence – a relatively low threshold which requires only that there be a reasonable prospect that its argument might succeed at trial. This satisfies the first limb of the security for costs test.

At the same time, the judgment illuminates (without finally resolving) a genuine lacuna or tension in Irish limitation law: excluding constructive and bare trustees from the statutory “trustee” definition risks treating them more favourably than express trustees (who may be subject to short limitation periods except in fraud cases) by leaving them potentially subject only to general limitation periods or equitable delay. Nolan J.’s comment that it would be “ironic” if express trustees were subject to limitation yet constructive trustees were not (para. 43) underscores the need for careful analysis at trial – and possibly legislative clarification.

3.4 Security for Costs: Legal Framework

3.4.1 Threshold: prima facie defence and inability to pay

The application was grounded in:

Order 29, rule 3 RSC – dealing with security for costs where the plaintiff is resident outside the jurisdiction; and
section 52, Companies Act 2014 – which empowers the court to order a company plaintiff, where there is reason to believe it will be unable to pay the defendant’s costs, to provide security (and which the court treated as equally applicable by analogy to a foreign-registered company).

The established approach is that security for costs will normally be ordered where:

The defendant can show a prima facie defence on the pleadings and evidence.
There is reason to believe the plaintiff will be unable to meet any costs order if the claim fails.

Once these conditions are satisfied, security should ordinarily be ordered unless the plaintiff can show a sufficient reason or “special circumstances” which make it just to refuse such an order.

In assessing the prima facie defence, the court repeatedly emphasised its limited role at this interlocutory stage:

Charlton J. in Oltech (Systems) Ltd v Olivetti U.K. Ltd [2012] IEHC 512: “It is no part of the task of a court on an application for security for costs to take a view as to who ought to win at trial.”
Clarke J. in Connaughton Road Construction Ltd v Laing O’Rourke Ireland Ltd [2009] IEHC 7, adopting the Supreme Court statement in Irish Conservation and Cleaning Ltd v International Cleaners Ltd (Unreported, Keane C.J., 19 July 2001), stressed that the court must only assess matters on a prima facie basis, and must avoid deciding the substantive dispute on affidavit evidence.

Applying this standard, Nolan J. did not decide who was right on limitation or the precise scope of the trust; he merely concluded that New Ireland’s arguments on those issues had sufficient substance to amount to a prima facie defence.

As to the second limb, Good Hope candidly accepted that it did not have assets to provide full security, given that its sole asset – the Bride Street property – had been sold. The court therefore proceeded to the “special circumstances” analysis.

3.4.2 The “special circumstances” exception

The key authority is Connaughton Road, where Clarke J. articulated when a plaintiff’s impecuniosity, said to be caused by the defendant’s wrongdoing, can amount to “special circumstances” defeating an otherwise justified security for costs application.

The four‑part test from Connaughton Road (approved and elaborated upon by the Supreme Court in Quinn Insurance Ltd (Under Administration) v PricewaterhouseCoopers (A Firm) [2021] IESC 15) requires that the plaintiff show, on a prima facie basis:

Actionable wrongdoing by the defendant (e.g. breach of contract, tort, breach of trust);
A causal connection between that wrongdoing and practical consequences for the plaintiff (here, financial loss);
A quantifiable level of loss arising from that wrongdoing, recoverable as a matter of law (i.e. not too remote); and
That the loss is sufficient to explain the plaintiff’s inability to pay the defendant’s costs, i.e. it makes the difference between being able and unable to meet an adverse costs order.

If these elements are met, the courts have recognised a powerful countervailing injustice: to require security in such circumstances risks stifling a meritorious claim brought by a plaintiff whose very poverty is allegedly caused by the defendant’s breach. This can outweigh the defendant’s legitimate interest in costs protection.

3.5 Application of Connaughton Road and Quinn Insurance

Good Hope argued that its impecuniosity was entirely attributable to New Ireland’s allegedly unlawful 2017 sale of the property and the retention of the proceeds. Nolan J. applied the Connaughton Road test as follows.

3.5.1 Actionable wrongdoing

On a prima facie basis, the court accepted that:

New Ireland, holding the property on trust for Good Hope, had no entitlement to sell it as beneficial owner in 2017.
Selling the property a second time and retaining the sale proceeds amounts, at the very least, to a serious breach of fiduciary duty and breach of trust.

The particulars of cause of action (breach of trust, knowing receipt, unjust enrichment, etc.) will be explored at trial, but for current purposes there was plainly an arguable “actionable wrongdoing”.

3.5.2 Causal connection

The consequences for Good Hope were direct:

Before the 2017 sale, Good Hope’s balance sheet showed an unencumbered Dublin property as its sole valuable asset.
After the sale, Good Hope was left with no assets; the company had not otherwise traded.
New Ireland’s alleged breach – disposing of the trust property and retaining the price – is said to have directly caused this impoverishment.

Nolan J. accepted that there was a clear prima facie causal connection between (i) the alleged wrongful sale and (ii) Good Hope’s current inability to pay costs.

3.5.3 Quantifiable loss

The court accepted that the loss was readily quantifiable as at least the 2017 arm’s length sale price of €2,507,500, being the amount New Ireland received on the second sale. Further consequential losses (e.g. subsequent capital appreciation or lost income) may also be in issue, but were not necessary to establish the threshold.

3.5.4 Loss sufficient to explain inability to pay

Finally, the loss clearly dwarfed the estimated €400,000 in defence costs. Losing an asset of several million euros plainly makes the difference between a company being able to pay such costs and not being able to do so.

On this basis, Nolan J. found that Good Hope satisfied all four Connaughton Road limbs on a prima facie basis, and that its impecuniosity was arguably entirely attributable to New Ireland’s alleged wrongdoing.

3.5.5 Role of “stifling” after Quinn Insurance

A further point of importance is how the court treated the question whether ordering security would actually “stifle” the proceedings.

New Ireland argued that there was no evidence that an order would prevent the litigation from continuing: Good Hope had already instructed solicitors, lodged a caution and engaged in litigation up to that point. But Nolan J. relied on Clarke C.J.’s analysis in Quinn Insurance, which described a two‑stage process:

If the plaintiff establishes that its inability to pay stems from the defendant’s alleged wrongdoing (i.e. meets the Connaughton Road criteria), then security should ordinarily not be ordered, and there is no need to inquire into “stifling”.
If Connaughton Road is not satisfied, the court must then inquire whether security would, in fact, stifle the claim and weigh that against the defendant’s interests.

Nolan J. interpreted Quinn to mean that, once the Connaughton Road exception is prima facie established, the court does not have to undertake a separate stifling analysis:

“As I read the judgment however it seems to me that the issue of stifling is a matter of which the court does not have to consider if the Plaintiff comes under the Connaughton Road criteria.” (para. 62)

This is an important clarification in the application of Quinn: for plaintiffs whose impecuniosity is arguably caused by the very wrongdoing sued upon, the focus is on the causation and quantification criteria, not on a detailed assessment of whether alternative funding might be raised.

3.6 Civil Liability Act / Contributory Negligence Defence

New Ireland also pleaded that Good Hope was liable as a concurrent wrongdoer under the Civil Liability Act, by reason of the negligence of its previous solicitors in failing to register the property:

The argument is that any loss of Good Hope’s interest is attributable in part, or significantly, to its own representatives’ failure to register title over three decades.
New Ireland suggests that this renders Good Hope a concurrent wrongdoer, such that New Ireland’s liability should be reduced accordingly.

Good Hope responded that for this line of defence to defeat a security for costs application, New Ireland would have to show that the Civil Liability Act defence could fully extinguish its liability, not merely reduce it by some percentage. A defence that might, for instance, allocate 25–50% of responsibility to Good Hope or its solicitor would not be enough to constitute a prima facie full defence.

Nolan J. indicated that, standing alone, this contributory negligence argument would not reach the threshold of a prima facie defence. However, given that New Ireland had already met that threshold on the limitation issue, he did not need to rule definitively on the Civil Liability Act argument.

3.7 Precedents Cited and Their Influence

3.7.1 Re Strong [1940] IR 382

Meredith J’s decision in Re Strong underpins the court’s finding that:

once the contract is completed, the price is paid, and the transfer is executed, the beneficial interest passes entirely to the purchaser; and
the vendor’s legal title is essentially a bare shell, held on trust, and the responsibility for registration lies with the purchaser.

This supports the conclusion that New Ireland in 1991 became a bare trustee for Good Hope and that the property, in equity, belonged to Good Hope irrespective of the Land Registry record.

3.7.2 Jobling-Purser v Jackman [2001] IEHC 186 and Soar v Ashwell (1893) 2 QB 390

Kinlen J.’s reliance on Soar v Ashwell illustrates a broader equitable principle: where a person assumes a fiduciary role in relation to property, they may be treated for some purposes as an “express trustee”, thereby attracting stricter accounting obligations, sometimes without limitation.

New Ireland invoked these authorities to acknowledge that it had, at one stage, a fiduciary (trustee) relationship with Good Hope. However, in light of s.2(2)(a)(i) of the 1957 Act, the High Court characterised that relationship as one arising merely by implication of law and thus excluded from the statutory “trustee” definition. The authorities therefore helped confirm the existence and nature of the trust, but the statutory definition ultimately confined their effect in the limitation context.

3.7.3 McLean v McErlean [1983] NI 258

This Northern Irish Court of Appeal case was central to the limitation issue. It dealt with a similarly worded statutory definition and concluded that a vendor under a contract for sale, whose trustee status arises by implication, is not a “trustee” for the purposes of trust-specific limitation provisions.

Nolan J. effectively adopted this interpretation for the Irish 1957 Act, concluding that the bare/constructive trust here falls outside ss.43–44. While not binding, McLean’s reasoning was persuasive and aligned with the express wording of s.2(2)(a)(i).

3.7.4 Oltech (Systems) Ltd v Olivetti U.K. Ltd [2012] IEHC 512

Charlton J.’s dictum that it is “no part of the task” of the court on a security for costs motion to decide who ought to win at trial was relied upon to frame the limited nature of the inquiry. Nolan J. follows this, emphasising that his comments on limitation and trust characterisation are strictly prima facie and not a final adjudication.

3.7.5 Connaughton Road Construction Ltd v Laing O’Rourke Ireland Ltd [2009] IEHC 7

This High Court decision (Clarke J.) is foundational for the “impecuniosity caused by wrongdoing” exception. The four-element test set out there is quoted and applied directly by Nolan J., forming the backbone of the special circumstances analysis that led to refusal of security.

3.7.6 Irish Conservation and Cleaning Ltd v International Cleaners Ltd (Unreported, SC, 19 July 2001)

Though only briefly referenced by Clarke J. in Connaughton Road (and by Nolan J. via that route), this Supreme Court authority reinforces that courts must avoid turning security for costs motions into de facto mini-trials and must confine themselves to prima facie assessments.

3.7.7 Quinn Insurance Ltd (Under Administration) v PricewaterhouseCoopers (A Firm) [2021] IESC 15

The Supreme Court’s decision in Quinn Insurance is of central importance. Clarke C.J.:

approved the Connaughton Road test on special circumstances;
emphasised the “overriding injustice” that arises if a plaintiff, whose impecuniosity is caused by the defendant’s wrongdoing, is prevented from pursuing a good claim by an order for security; and
described the two-stage process distinguishing Connaughton Road cases (where no separate stifling inquiry is usually needed) from other cases where stifling must be directly examined.

Nolan J. relies on this framework to hold that, once the Connaughton Road criteria are satisfied here, security should ordinarily be refused, and a detailed stifling inquiry is unnecessary.

4. Impact and Significance

4.1 Limitation Law and Vendor–Purchaser Trusts

Although only a prima facie assessment, the judgment makes a noteworthy contribution to Irish limitation law in trust contexts:

It affirms, relying on McLean v McErlean, that vendor–purchaser bare/constructive trustees are excluded from the definition of “trustee” in s.2(2)(a)(i) of the 1957 Act.
Consequently, the special breach-of-trust limitation rules in ss.43–44 do not control such relationships.
This creates a complex question: what limitation regime applies to claims against such trustees? Is it the ordinary six-year period for tort/contract, some equitable analogue, or something else? The judgment signals judicial unease with the idea that there might be no limitation at all in non-fraudulent constructive trust cases, hinting at the likelihood of general limitation and laches principles filling the gap.

This case will likely be cited in future litigation involving:

unregistered but beneficially complete conveyances, where the vendor retains legal title;
claims for wrongful disposition of trust property by bare or constructive trustees; and
arguments over whether such trustees can rely on limitation periods applicable to ordinary civil actions.

The ultimate resolution of these issues (whether in this case at trial or in other litigation) may drive calls for legislative clarification of the interaction between s.2(2)(a)(i) and ss.43–44, especially to avoid the perceived “irony” of constructive trustees being less constrained by limitation than express trustees.

4.2 Security for Costs Jurisprudence

On the procedural front, the judgment:

reaffirms the importance of the Connaughton Road and Quinn Insurance line of authority in security for costs applications;
clarifies that in cases where the plaintiff’s impecuniosity is arguably caused by the defendant’s wrongdoing and the four elements of Connaughton Road are met, the court need not conduct a separate, detailed inquiry into whether the order would actually stifle the claim;
emphasises that the balance of justice may favour allowing a potentially meritorious claim to proceed without security where to do otherwise might perpetuate an injustice to a plaintiff impoverished by the defendant’s own acts.

This is particularly important for:

foreign SPVs and single-asset companies whose only substantial asset is alleged to have been wrongly taken or devalued by the defendant; and
cases involving alleged misappropriation or wrongful sale of trust or company property by institutional or corporate defendants.

Defendants in such cases will need to recognise the real risk that, even where they can establish a strong prima facie defence and obvious plaintiff impecuniosity, security may be refused if the plaintiff can satisfy the Connaughton Road criteria.

4.3 Property Practice and Registration

The case also serves as a stark practical reminder for conveyancers and institutional vendors:

Purchasers: failure to register title can have catastrophic long-term consequences. Here, decades of non-registration exposed the purchaser to the risk of losing both the property and the ability to control or even know about subsequent dealings.
Vendors and large institutions: reliance solely on the Land Registry folio, without robust internal systems tracking prior disposals, can lead to selling property already beneficially owned by another. This risks substantial liability in trust, equity, and restitution, even if the later purchaser acquires good legal title.

For insurers, banks and other large property holders, this case illustrates how system failures can generate long-tail litigation and exposes them to claims for multi-million-euro losses many years after an initial transaction.

4.4 Litigation Strategy and Tactics

Security for costs applications are often deployed tactically to pressure impecunious plaintiffs. Nolan J. candidly acknowledges that such applications can be “tactical and often have the effect of stifling litigation” (para. 53).

After Quinn and this judgment:

Defendants must carefully assess whether the plaintiff can plausibly argue that its impecuniosity is caused by the alleged wrongdoing. Where so, an application for security may be both unattractive and ultimately unsuccessful.
Plaintiffs should be prepared to marshal clear, prima facie evidence linking their financial collapse or lack of assets to the defendant’s specific alleged breach and showing that the quantum of loss comfortably explains their inability to pay costs.

The decision thus refines the tactical landscape: security for costs remains a powerful tool, but its availability is narrowed in cases where the causation of impecuniosity is central to the merits.

4.5 Potential Legislative and Doctrinal Developments

The judgment highlights a potential area of doctrinal instability:

Constructive and bare trustees (including vendors in vendor–purchaser trusts) are excluded from the statutory “trustee” definition, yet claims against them are archetypal breach-of-trust or trust-property recovery claims.
The Act’s fraud and retention of trust property exceptions in s.44 are expressly confined to “trustees” as defined; they do not automatically extend to constructive trustees.

Unless resolved at trial in a manner that rationalises the applicable limitation rules, there may be pressure for legislative reform to ensure that:

similar types of trust relationships attract coherent and predictable limitation regimes; and
constructive trustees cannot unduly benefit from a definitional exclusion intended, perhaps, to prevent opportunistic reliance on restrictive trust limitation rules rather than to deprive beneficiaries of protection.

5. Complex Concepts Simplified

For clarity, the following key terms and doctrines used in the judgment are explained in simpler terms:

Bare trust – A simple trust where:
- the trustee holds legal title to property,
- the beneficiary is absolutely entitled to it, and
- the trustee has no active duties other than to transfer the property as the beneficiary directs.
In a completed sale, the vendor may hold legal title as bare trustee until registration is completed.
Constructive trust – A trust imposed by law (not by express declaration) where it would be unconscionable for the legal owner to deny the beneficial interest of another. For example, where a vendor has been paid in full but still holds legal title, equity may regard him as holding on constructive trust for the purchaser.
Express trust – A trust intentionally created by the settlor, usually in writing, with clear identification of trust property, beneficiaries, and trustee duties. This is different from a bare or constructive trust arising automatically from a transaction or by law.
Equitable beneficial interest – The “real” ownership in the eyes of equity. Even if the Land Registry or the title deeds show someone else as legal owner, the person with the equitable beneficial interest is the one who is, substantively, entitled to the property and its benefits.
Security for costs – An order requiring a plaintiff to pay money into court or provide other security to ensure that, if the defendant ultimately wins and is awarded costs, those costs can be recovered. It is commonly sought against foreign or impecunious corporate plaintiffs.
Prima facie defence – A defence that appears on its face to have some real prospect of success; it is not frivolous or hopeless. The court does not decide at this stage whether the defence will in fact succeed, only that it is arguable.
Impecuniosity – The state of having insufficient funds or assets to meet liabilities. In the security for costs context, it refers to a plaintiff’s inability to pay a potential costs order.
Special circumstances (in security for costs) – Factors which, even where the defendant has a prima facie defence and the plaintiff is impecunious, make it unjust to require security. The main example is where the plaintiff’s impecuniosity is arguably caused by the very wrongdoing alleged.
Laches – An equitable doctrine under which a claim may be barred if the claimant has unreasonably delayed in enforcing it and that delay has prejudiced the defendant. It is distinct from, but often analogous to, statutory limitation.
Concurrent wrongdoer / contributory negligence – Under the Civil Liability Act, multiple parties can be responsible for the same damage. If a plaintiff (or its agents) is partly to blame (e.g. by failing to register title), the defendant may argue that liability should be apportioned and reduced accordingly.
Stifling a claim – Where an order for security for costs is so onerous that the plaintiff cannot comply, causing the claim to be stayed or struck out. Courts are slow to make orders that unfairly prevent a potentially meritorious claim from being heard, especially where the inability to pay may be due to the defendant’s own conduct.

6. Conclusion

Good Hope Investments Ltd v New Ireland Assurance Company plc is a decision of considerable interest on both substantive and procedural levels.

Substantively, it affirms that vendor–purchaser bare or constructive trusts, arising by implication of law once a sale is complete but registration is outstanding, fall outside the statutory definition of “trustee” in the Statute of Limitations 1957. While the court did not finally determine the applicable limitation period, it signalled that claims against such trustees are not governed by ss.43–44 and that the notion of unlimited time to sue in non-fraudulent cases is unlikely to be correct. The judgment therefore frames a complex limitation question that remains to be resolved at trial or in future cases, with potentially significant implications for trust and property law.

Procedurally, the case powerfully applies the Connaughton Road and Quinn Insurance principles on security for costs. It demonstrates that even where a defendant establishes a prima facie defence and clear plaintiff impecuniosity, the court may refuse security where the plaintiff can prima facie show that its inability to pay is the direct consequence of the defendant’s alleged wrongdoing. In such cases, the risk of injustice to the plaintiff in stifling a potentially good claim outweighs the defendant’s interest in cost protection, and a separate stifling inquiry is unnecessary.

The judgment thus stands as a cautionary tale for both purchasers and institutional vendors about the critical importance of proper registration and internal record-keeping, and as an important restatement of the limits of security for costs in circumstances where the defendant’s own alleged acts have rendered the plaintiff impecunious.

Bare Trustees, Limitation and Security for Costs: Commentary on Good Hope Investments Ltd v New Ireland Assurance Company plc [2025] IEHC 667