Woods v Ulster Bank Ireland Ltd & ors

Factual and Procedural Background

The Plaintiff instituted proceedings against Company A and two individuals, seeking various reliefs including setting aside the appointment of joint receivers over certain properties and claiming damages for breach of contract and fiduciary duty. The properties at issue included registered lands at Unit 3, Milltown Business Park, Milltown, Co. Monaghan ("the Milltown Unit"), premises known as 1 Old Cross Square, Monaghan ("Old Cross"), and lands in Co. Wexford ("the Wexford lands"). The Plaintiff had granted charges and mortgages over these properties in favor of Company A. Company A appointed the two individuals as joint receivers over the properties pursuant to deeds of appointment. The Plaintiff challenged the validity of these appointments, arguing the security instruments did not expressly provide for the appointment of receivers and raised other related issues. Company A and the receivers moved to strike out the Plaintiff's claims as bound to fail. The judgment addresses the legal bases of the claims and the motions to dismiss.

Legal Issues Presented

1. Whether the security instruments contained a contractual power on the part of Company A to appoint a receiver;
2. Whether the power to appoint a receiver is dependent upon the continuation in force of the relevant provisions of the Conveyancing and Law of Property Act 1881;
3. Whether Company A was entitled to appoint a receiver before it was registered as owner of the charge on the Milltown Unit;
4. Whether the deeds of appointment of the receivers were properly executed.

Arguments of the Parties

Plaintiff's Arguments

• The security instruments did not contain an express power to appoint a receiver.
• No power to appoint a receiver could be implied as a matter of contract.
• The appointment of receivers was invalid as the deeds did not include a saver provision to import statutory powers.
• The Bank was not entitled to appoint receivers before registration as charge owner on the Milltown Unit.
• The deeds of appointment were not executed in accordance with statutory requirements, as they were executed by donees of powers of attorney rather than directly by the Bank.

Defendants' Arguments

• The security instruments, although lacking an express power, incorporated by implication the statutory power to appoint a receiver under the Conveyancing and Law of Property Act 1881.
• Recent case law supports that the contractual power to appoint a receiver exists notwithstanding the repeal of relevant statutory provisions.
• Registration of the charge is deemed effective from the date of application, thus Company A was entitled to appoint receivers prior to formal registration.
• The deeds of appointment were validly executed by persons duly authorised under powers of attorney.
• The motions to dismiss the Plaintiff's claims should be granted as the claims have no reasonable prospects of success.

Table of Precedents Cited

Court's Reasoning and Analysis

The court began by examining the terms of the security instruments, noting the absence of an express power to appoint a receiver or express incorporation of statutory provisions. However, reference was made within the instruments to receivers and the Bank's powers after demand. The court relied heavily on the authoritative decision in Dowdall & Anor. v. O'Connor & Anor., where it was held that statutory powers under the Act of 1881, including the power to appoint a receiver, are to be read into mortgage agreements by implication if appropriate. The court accepted that the repeal of these statutory provisions by the Land and Conveyancing Law Reform Act 2009 does not affect the contractual rights conferred by the mortgage, consistent with the reasoning in Kavanagh & Anor. v. Lynch & Anor. and other cases.

Regarding the timing of the appointment of receivers, the court found that registration of the charge is deemed effective from the date of application under the Land Registration Rules 1972, referencing McEnery v. Sheahan. Therefore, the appointment of receivers prior to formal registration was valid. Additionally, the court held that the Bank did not require registration as owner of the charge to exercise the contractual power to appoint receivers.

On the issue of execution, the court applied the test from McCleary v. McPhillips, determining that the deeds of appointment executed by donees of powers of attorney were valid since these persons were duly authorised and the appointments were made by writing under hand. There was no requirement for the Bank's corporate seal.

Ultimately, the court found no arguable basis for the Plaintiff's claims, holding that the Bank had a valid contractual power to appoint receivers, that this power was exercisable notwithstanding statutory repeal or registration timing, and that the appointments were properly executed.

Holding and Implications

The court's final decision is that the Plaintiff's claims are bound to fail and the claims are struck out.

This decision directly affects the parties by validating the appointment of the joint receivers and dismissing the Plaintiff's claims of invalidity and breach. The judgment does not establish new precedent but follows and applies existing authoritative case law concerning contractual powers in mortgage instruments, the effect of statutory repeal on such powers, and procedural requirements for execution of deeds.