Commercial premises may be subject of ‘sham conveyance’, court hears

The owners of a Dublin commercial property fear their premises may be subject of a “sham conveyance” after it was registered in the Land Registry as being owned by a UK-based entity, the High Court has heard.

Brian O’Riordan and Michael O’Shea say they have since 1993 been the owners of a commercial property, ADT House, Crossgunsbridge, Phibsboro Road, Dublin 7. They claim, following “either a bizarre and inexplicable mistake or more likely a fraud”, that another entity, SLGI (Holdings) Plc, with an address at Paul Street, London, was registered as being the property’s owner.

After they bought it, the plaintiffs registered the original conveyance and a lease agreement it held with ADT, the tenant at the property, with the Registry of Deeds. In proceedings against SLGI, Mr O’Riordan and Mr O’Shea seek various orders including restraining SLGI from holding itself out to have any authority to deal with the property.

They also seek orders rectifying the land registry so alleged wrong entries in respect of the property are corrected and cancelled. They further seek a declaration the entries were procured by mistake and/or a fraud by SLGI. The plaintiffs have also brought proceedings against ADT Ltd and American District Telegraph Services International Ltd, a related company which allegedly guaranteed the lease,and the Property Registration Authority (PRA).

The plaintiffs do not allege any fraud against those parties, their counsel Stephen Dowling said. Permission to serve short notice of the proceedings on the defendants was granted, on an ex parte basis (one side only represented), by Ms Justice Caroline Costello on Wednesday.

Purported ownership

Mr Dowling said, earlier this year, his clients did not receive any rent as expected from the tenant. Inquires were made and the tenant informed the plaintiff’s solicitor, Martin Archer, it had been contacted by a solicitor acting for UK registered SLGI (Holdings) plc. SLGI informed the tenant it had acquired the building and SLGI had registered its purported ownership with the Land Registry. Counsel said ADT, following discussions with SLGI, had accepted a purported surrender of the lease and SLGI was paid some €246,000 by ADT to exit the lease agreement that had two years to run.

The solicitor who purportedly represented SLGI in its dealings with the tenant had said he received instructions “from a Philip Marley”, the “property representative” of SLGI, in December 2017, counsel said. Mr Dowling said the agreement between the tenant and SLGI was an unlawful transaction, as his clients, not SLGI, are the property’s lawful owners.

The Property Registration Authority had last May released documents displaying a purported conveyance of the property in 2016 between a company, Kent International Holdings, registered in the West Indies, to SLGI. Records show that Kent, which purportedly acquired the building in 2014 from Woodsim Ltd in 2014, had been struck off in 2015 some 12 months before the transaction with SLGI, he said.

While they held an interest in an adjoining property in Dublin 7, a former director of Woodsim had told his clients that company never held any interest in Mr O’Shea and Mr O’Riordan’s property and nor had it sold it to Kent. Correspondence with a solicitors firm purportedly acting for SLGI had not proven satisfactory, counsel added. Counsel said the building has been secured by the owners.

The matter was returned to next week.