Treacy v Lee James Menswear Ltd & Anor (Approved)

Factual and Procedural Background

The Plaintiff is a landlord and owner of two commercial premises located at The City. By a written lease dated 14 June 2007, the Plaintiff leased these premises to the first named Defendant, a limited liability company, at a yearly rent of €222,500. The second named Defendant, a businessman and director/shareholder of the first Defendant, guaranteed the lease obligations, including payment of rent and other sums. The Plaintiff claimed that the first Defendant defaulted on rent and insurance payments, with arrears increasing from €143,101.42 as of 1 December 2020 to €257,224.09 as of 1 June 2021. The Plaintiff sought summary judgment for these arrears.

The Defendants responded with an affidavit disputing the rent level and relying on the impact of Covid-19 government restrictions which forced closure of the premises from March 2020 to May 2021. They argued this closure frustrated the lease contract, relieving them from rent obligations. The Plaintiff countered by explaining the financial dependence on rent to service a mortgage on the premises.

The matter came before the court on an application for summary judgment.

Legal Issues Presented

1. Whether the Defendants’ claim of frustration of contract due to Covid-19 restrictions relieves the first Defendant from the obligation to pay rent and insurance premiums under the lease.
2. Whether summary judgment is appropriate in light of the Defendants’ defence.

Arguments of the Parties

Defendants' Arguments

• The Covid-19 government restrictions from March 2020 to May 2021 prevented the first Defendant from using the premises as a retail outlet, amounting to frustration of contract.
• They relied on specific lease clauses prohibiting activities that might cause the landlord to incur statutory liability and prohibiting illegal use of the premises, arguing these clauses supported their position.
• The rent level was criticized as excessive given the economic downturn.
• They cited a Massachusetts Supreme Court decision concerning Covid-19 closure-related rent obligations, although acknowledging differences in applicable law.

Plaintiff's Arguments

• The lease was a commercial agreement freely entered into and the rent level criticisms do not constitute a legal defence.
• The doctrine of frustration has a narrow application and does not apply to temporary restrictions such as Covid-19 closures.
• The Defendants retained tenant rights during the restrictions and the lease obligations, including rent payments, remained enforceable.
• Irish authorities consistently reject the concept of partial frustration and hold that frustration results in termination of the contract, which did not occur here.
• The Massachusetts case cited by the Defendants is not applicable in Irish law and involved facts (vacating premises) not present here.
• Summary judgment is appropriate as the defence raises legal issues that can be decided without a plenary hearing.

Table of Precedents Cited

Precedent	Rule or Principle Cited For	Application by the Court
Ringsend Property Ltd v. Donatex Ltd and Bernard McNamara [2009] IEHC 56	Doctrine of frustration: limited application where performance is impossible due to unforeseen supervening event; hardship alone insufficient.	Used to explain narrow scope of frustration and reject the Defendants' claim of frustration due to temporary Covid-19 restrictions.
Davis Contractors Limited v. Fareham UDC [1956] AC 696	Frustration occurs when contractual obligations become radically different from those undertaken due to supervening events.	Quoted to define frustration and emphasize that hardship or inconvenience is insufficient to establish frustration.
Neville & Sons Limited v. Guardian Builders [1995] 1 ILRM	Frustration discharges parties from further performance where contract obligations change significantly and unjust to enforce literally.	Referenced to illustrate the principle that frustration requires a significant change in contractual obligations.
Footlocker Retail Ireland Ltd v. Percy Nominees Ltd [2021] IEHC 749	Rejection of partial frustration; rent obligation is integral and not severable; frustration results in contract termination.	Applied to reject the Defendants’ argument of partial frustration and confirm rent obligations continued.
Oysters Shuckers Ltd T/A Klaw v. Architecture Manufacture Support (EU) Ltd and Anor [2020] IEHC 527	Rent obligation is fundamental and may only be suspended under specific lease provisions not applicable here.	Supported the court’s view that rent obligation was not frustrated despite Covid-19 restrictions.
Aer Rianta CPT v. Ryanair Ltd [2001] IESC 94; Harrisrange Ltd v. Duncan [2002] IEHC 14; Danske Bank AS v. Durkan New Homes [2010] IESC 22	Standards for summary judgment applications and threshold for defences to proceed to plenary hearing.	Guided the court’s decision that the Defendants’ defence could be determined on summary judgment.
Governor and Company of the Bank of Ireland v. Kathleen Quinn [2016] IECA 30	Summary judgment appropriate where facts are undisputed and issues are legal.	Applied to confirm that the legal issues raised by the Defendants could be resolved without trial.

Court's Reasoning and Analysis

The court began by affirming the narrow and limited scope of the doctrine of frustration, relying heavily on established Irish and English authorities. It emphasized that frustration requires a supervening event making contractual performance radically different, not mere hardship or inconvenience. The Covid-19 restrictions, being temporary and regulatory in nature, did not meet this threshold.

The court rejected the notion of partial frustration, noting that rent obligations under a lease are not severable and cannot be partially discharged. The Defendants’ inability to trade due to government restrictions did not terminate or suspend their contractual obligations to pay rent.

The court also considered lease provisions cited by the Defendants and found them insufficient to relieve the rent payment obligations. The Plaintiff’s financial reliance on rent to service a mortgage underscored the lease’s commercial reality.

The Defendants’ reliance on foreign jurisprudence was dismissed as inapplicable to Irish law, especially since the facts differed materially.

Finally, the court applied established principles governing summary judgments, concluding that the legal issues raised by the Defendants’ defence were suitable for determination without a plenary hearing, as the facts were undisputed and the defence lacked legal merit.

Holding and Implications

The court GRANTED SUMMARY JUDGMENT in favour of the Plaintiff against both the first named Defendant and the second named Defendant as guarantor, entitling the Plaintiff to recover the claimed rent arrears and unpaid insurance premiums.

The direct effect is that the Defendants remain liable for the full rent and insurance payments due under the lease despite the Covid-19 restrictions. No new legal precedent was established; the decision reaffirms the established narrow application of the frustration doctrine and the principle that temporary government restrictions do not discharge lease obligations.