Corcoran v Eassda Group & Ors [2024] IEHC 760:
Re-affirming Limits on Set-Off against Secured Debt and Clarifying Standing to Challenge Receiver Appointments

1. Introduction

The long-running dispute over No. 6 Glenair Manor, Delgany, Co. Wicklow has generated three sets of plenary proceedings, multiple interlocutory motions and a nine-day trial before Mr Justice Brian O’Moore. At its core lie:

• Two 2005 contracts – one for the sale of land by the developer Alastair Jackson, the other a building agreement with his company Eassda Ireland Ltd.
• The 2009 Terms of Settlement and the subsequent specific-performance Order of Murphy J in March 2013.
• The 2014 sale by NAMA of the Jackson/Eassda loan book to Promontoria Eagle Ltd (a Cerberus vehicle) and the receiverships of Peter Stapleton (statutory) and Ken Fennell (contractual).
• Joseph and Katherine Corcoran’s attempt to acquire the property for a fraction of the price by offsetting a third-party judgment (the McHenry Golf judgment) and by attacking the validity of the security transfer and receiver appointments.

The High Court had to determine:

• Whether the receivers were validly appointed and could treat the 2005 contracts as at an end.
• Whether the Corcorans’ elaborate challenges and motions had any legal foundation.
• Whether a receiver should be appointed by way of equitable execution in favour of the Corcorans over either the house site or adjoining open space.

2. Summary of the Judgment

Justice O’Moore (i) dismissed every element of the Corcorans’ amended defence and counterclaim, (ii) declared both 2005 contracts at an end, thereby entitling the Fennell/Promontoria side to resume possession and deal with the asset, (iii) refused the Corcorans’ motions to appoint their own receiver over the property, and (iv) reserved the “open-space” receiver motion pending proper notice to Wicklow County Council. He also castigated the defendants for proliferating unpleaded issues and “scandalous and unfounded” allegations of fraud and tax evasion.

3. Analysis

3.1 Precedents Cited

• Johnson v Agnew [1980] 1 AC 367 – power to seek rescission of a contract notwithstanding an earlier decree of specific performance.
• N W Robbie & Co v Witney Warehouse [1963] 3 All ER 613 and Lynch v Ardmore Studios [1966] IR 133 – priority of a legal mortgage over a claimed contractual set-off.
• English v Promontoria [2017] IEHC 322 – limits on a borrower’s standing to impugn assignments between lenders.
• Dorene Ltd v Suedes Ireland Ltd [1981] IR 312 – ingredients of the tort of malicious prosecution (relevant to the defendants’ unfounded damages claim).

3.2 Key Legal Reasoning

1. Res judicata and collateral attack barred. The 2013 order of Murphy J (specific performance) resolved all complaints about the 2009 settlement and Mr Handy’s certificate. Re-litigating them amounted to an impermissible collateral challenge.
2. Lack of standing to impeach security transfers. Relying on English v Promontoria, the Court held that strangers to the underlying lending contracts (such as the Corcorans) cannot invalidate assignments or receiver appointments that the obligors themselves have never challenged.
3. All-sums mortgage defeats set-off. The Bank of Ireland mortgage (later NAMA/Promontoria) was an “all monies” charge. A judgment creditor cannot, by set-off, leapfrog a prior registered mortgage: Robbie and Lynch.
4. Validity of receivers.
   • Statutory v contractual receivers: Stapleton’s statutory appointment by NAMA lapsed automatically on the 2014 sale to Promontoria; Fennell’s 2015 contractual appointment under the mortgage and floating charge was unaffected.
   • Bankruptcy and notice arguments rejected: Bankruptcy of the mortgagor (Mr Jackson) and any late Companies-House filings do not nullify a receiver’s powers once validly appointed.
5. Vexatious allegations. The Judge condemned repeated, unparticularised accusations of fraud, fabrication and tax-evasion as an “abuse of process” and an attempt to gain privilege for defamatory statements.
6. Motions for equitable execution.
   • Over the house site: “Pointless and conflicting” while a valid receiver (Fennell) is in place.
   • Over the open space: deferred because Wicklow County Council’s interest (estate taken-in-charge) had not been properly served and clarified.

3.3 Practical & Future Impact

• Reinforces that judgment creditors cannot displace prior registered mortgages by clever set-off theories.
• Clarifies that once NAMA disposes of a loan, a statutory receiver’s mandate ends; purchasers may freely appoint their own contractual receiver.
• Signals a tough judicial stance on the use of pleadings to ventilate unfounded fraud/tax allegations – potential cost and reputational consequences for litigants.
• Demonstrates the court’s willingness to dissolve contracts for sale where the purchaser refuses to close despite a prior specific-performance decree.

4. Complex Concepts Simplified

• All-sums (“all-monies”) mortgage – a charge securing every liability of the borrower to the bank, present or future, not just the facility that prompted its creation.
• Floating charge over book debts – security that “floats” over a company’s circulating assets (e.g. receivables, contracts) until it crystallises (on default or appointment of a receiver) and then attaches to those assets.
• Statutory receiver – appointed under legislation (here the NAMA Act) and tied to NAMA’s ownership of the loan; ceases automatically when NAMA disposes of the security.
• Contractual (mortgage) receiver – appointed under the mortgage/debenture itself by the charge-holder; continues until the security is realised or debts repaid.
• Equitable execution – a discretionary remedy whereby the court appoints a receiver over property that cannot easily be seized by ordinary execution to satisfy a judgment.
• Set-off – the right to deduct one debt from another. It cannot be used to defeat a registered mortgage unless the lender expressly agreed.
• Specific performance – an order compelling a party to perform its contractual obligations (e.g. complete a property sale). Failure to comply can later justify rescission.

5. Conclusion

The High Court’s 190-page judgment brings an 18-year saga closer to closure. It:

• Terminates the beleaguered 2005 contracts and frees the receiver to realise No. 6 Glenair Manor.
• Rejects inventive but legally untenable challenges to secured creditors’ rights, reaffirming orthodox principles on mortgages, set-off and receiver standing.
• Warns litigants against using pleadings as a privileged platform for unsubstantiated allegations.
• Provides practitioners with clear guidance on the afterlife of statutory receiverships following NAMA disposals, and on the service prerequisites for equitable-execution motions affecting third-party land (here a local authority).

While peripheral issues (service on Wicklow County Council, costs) remain to be finalised, the judgment stands as a robust precedent on the limits of debtor ingenuity in the face of secured lending – and on the court’s intolerance for prolix, vexatious litigation.