Implied Obligation to Co-operate in Title Transfer: Dublin City Council v Lynskey & Anor

Introduction

Dublin City Council v Lynskey & Anor [2025] IEHC 241 is a High Court decision addressing the fallout of a settlement agreement reached in judicial review proceedings concerning a derelict Georgian property at 41 Parnell Square, Dublin. The Plaintiff, Dublin City Council (“DCC”), acquired the property by vesting order in 1998 under the Derelict Sites Act 1990. In 2003, the then‐owners, John Lynskey and the late John Bermingham, challenged that acquisition. They settled on terms requiring them to pay €75,000 and carry out renovation works, after which title would revert to them. Although the payment was made and works certified complete by April 2008, no transfer of title ever occurred. In these proceedings, DCC seeks a declaration rescinding the settlement agreement and confirming its unencumbered ownership, while Mr Lynskey counters that DCC never fulfilled its side of the bargain.

Summary of the Judgment

Ms Justice Nessa Cahill held that:

• DCC repeatedly prepared and issued a draft deed of transfer between 2008 and 2016, sent to Mr Lynskey and multiple solicitors acting or purporting to act for him;
• Mr Lynskey never engaged with or executed any transfer document, despite knowing of their existence and content;
• The settlement agreement implied a reciprocal obligation on Mr Lynskey to co-operate in vesting legal title;
• His refusal or failure to do so constituted a repudiatory breach entitling DCC to treat the agreement as rescinded;
• Accordingly, legal title remains with DCC; but equity requires DCC to return the €75,000 payment to Mr Lynskey.

Analysis

Precedents Cited

• Tradex (Ireland) Ltd v Irish Grain Board [1984] IR 1: Tests for implying contractual terms—terms must be necessary to give business efficacy and so obvious “it goes without saying.”
• Sweeney v Duggan [1997] 2 IR 531: An implied term cannot contradict express terms and must be sufficiently certain.
• Flynn v Breccia [2017] IECA 74: Court of Appeal guidance on the principles governing the implication of terms.

Legal Reasoning

The core question was whether the defendants’ conduct amounted to a repudiatory breach of the 2003 settlement agreement. The agreement provided for payment, renovation works and then transfer of “the premises” by DCC to Mr Lynskey and Mr Bermingham as tenants in common. Although the agreement did not spell out every conveyancing step, the court held that it must be an implied term that the beneficiaries would co-operate and execute an appropriate deed of transfer. DCC’s multiple written offers of a draft deed from 2008 to 2016 satisfied its part of the bargain. By contrast, Mr Lynskey admitted that he chose not to accept the title in the property’s deteriorated condition and never sought to negotiate or complete any transfer. That deliberate inaction and refusal to co-operate entitled DCC to rescind the agreement. While rescission restored both parties to their pre-contractual positions, equity required DCC to return the €75,000 consideration.

Impact on Future Cases

This decision establishes that in bespoke settlements of judicial review or similar disputes, courts will imply a mutual duty of good-faith co-operation in essential follow-through steps such as conveyancing. A beneficiary’s uncommunicated decision to refuse performance—combined with persistent inaction—can amount to repudiation. Practitioners should ensure that settlement agreements contain clear express provisions for timing, form and process of post-settlement steps, and that receiving parties act promptly on draft documents to avoid an inference of breach.

Complex Concepts Simplified

• Repudiatory Breach: A clear refusal to perform contractual obligations, allowing the other side to terminate the contract.
• Implied Term: A contractual promise not expressly written, but necessary to make the agreement workable and reflect the parties’ intentions.
• Rescission: Setting a contract aside and restoring parties to their original positions.
• Settlement Agreement: A court‐approved contract ending litigation, enforceable as a rule of court.

Conclusion

Dublin City Council v Lynskey & Anor clarifies that recipients of court-approved settlement agreements must actively co-operate in completing agreed transfers; persistent failure to do so constitutes a repudiation enabling rescission. While courts will strive to enforce the substance of bargains, equity may require returning consideration where benefits have not passed. Parties drafting settlements should expressly define post-settlement obligations, timings and remedies to avoid costly disputes over implied duties.