Planetwhite Ltd v Hogan & Anor (Approved)

Factual and Procedural Background

The Plaintiff, Company A, is a special purpose vehicle company established to own and develop a 5.4-acre plot of land at The City, contained in Folio GY97199F ("the Lands"). Company A purchased the Lands for €700,000 in November 2019 and is the registered owner in the Land Registry. The Lands were sold by Company B without vacant possession, as the Defendants were occupying the Lands with horses and a building. Company B had acquired the Lands from Bank A, who held a charge over the Lands following a loan to the Defendants in 2008. The Defendants defaulted on their indebtedness, which had increased to approximately €2.5 million by 2017. After the sale to Company A, the Defendants refused to vacate the Lands. Company A issued proceedings in the Circuit Court seeking a declaration of entitlement to peaceful possession and injunctions to prevent trespass. The Circuit Court struck out the claim and made no order as to costs. Company A appealed this decision.

Legal Issues Presented

1. Whether section 31(1) of the Registration of Title Act, 1964 provides conclusive evidence of Company A's ownership and entitlement to possession of the Lands despite the Defendants' occupation.
2. Whether the Defendants' occupation constitutes a burden or right of occupation under sections 52 and 72(1)(j) of the 1964 Act that affects Company A’s title.
3. Whether the sale of the Lands by Company B to Company A was validly executed, including the authority of the receiver and the application of the Conveyancing Act, 1881, section 19(1)(i).

Arguments of the Parties

Appellant's Arguments

• Company A, as registered owner, benefits from section 31(1) of the Registration of Title Act, 1964, which provides conclusive evidence of title in the absence of fraud or mistake.
• There was a valid Deed of Transfer from Company B, who had a clear power of sale under the mortgage deed and the Conveyancing Act, 1881.
• Evidence established that Company B acquired the mortgage interest from Bank A and was entitled to sell the Lands to Company A.

Respondents' Arguments

• Section 31(1) applies mainly to owners in possession; Company A was not in possession and purchased with knowledge of the Defendants’ occupation, which was reflected in the price.
• Sections 52 and 72(1)(j) of the 1964 Act impose burdens on registered land, including rights of persons in actual occupation, which includes the Defendants.
• The receiver had no automatic power of sale, and no evidence was provided of delegation of such power by the mortgagee.
• Section 31(1) does not provide evidence of the terms of any transfer or assignment; reliance on Fannon v Ulster Bank [2024] IECA 51 highlighted this evidential limitation.

Table of Precedents Cited

Court's Reasoning and Analysis

The court found that the Defendants borrowed €2.2 million from Bank A in 2008, secured by a mortgage over the Lands. Bank A lawfully transferred its mortgage interest to Company B in 2015. The Defendants defaulted on repayments despite multiple demands. Company B had a legal power to sell the Lands pursuant to the mortgage and the Conveyancing Act, 1881, section 19(1)(i). Company B sold the Lands to Company A by Deed of Transfer in November 2019 for €700,000, a price supported by valuation evidence and not seriously disputed.

Company A was registered as the full legal owner shortly after. Despite demands, the Defendants refused to vacate and continued to occupy the Lands without permission or any legal right, as confirmed by the evidence. No fraud or mistake was alleged or proven.

The court emphasized that section 31(1) of the Registration of Title Act, 1964 provides conclusive evidence of ownership for registered proprietors, creating an "iron curtain" against challenges to title. This protection is not limited to owners in possession. The rights of persons in actual occupation under section 72(1)(j) do not create new rights of occupation but protect existing legal rights, which the Defendants did not demonstrate.

Regarding the receiver's authority, any irregularity in the receiver's actions was cured by the Deed of Transfer from Company B to Company A. The Conveyancing Act, 1881, sections 21(1) and (2), protect purchasers from title challenges based on irregularities in the exercise of the power of sale, with any remedy lying in damages against the party exercising the power, not against the purchaser.

The court rejected the Defendants' arguments about undervalue and denial of access to the courts, noting these were abandoned or unsupported by evidence.

Holding and Implications

The court allowed the appeal and granted the following reliefs:

• A declaration that Company A is entitled to peaceful and uninterrupted use and enjoyment of the Lands.
• An injunction restraining the Defendants and any persons with notice from trespassing on or using the Lands.
• An order directing the Defendants to remove any livestock, including horses, from the Lands within a timeframe to be determined.

The direct effect of this decision is to confirm Company A's legal ownership and right to possession of the Lands, removing the Defendants' unauthorized occupation. No new legal precedent was established beyond reaffirming the established principles of registered title under section 31(1) of the Registration of Title Act, 1964.