Nolan & Ors v Dildar Limited & Ors (Rev1) -[2025] IEHC 575- (30 October 2025)

Key Facts

Transaction Type

Issues

• The court evaluated if Dildar's alleged participation in a scheme with Paul and John Kenny to use pension funds and avoid NAMA liabilities (ex turpi causa doctrine) is relevant to the damages inquiry. The Nolans contended that Dildar's preclusion from claiming damages arises from its unlawful conduct.
• The court assessed if the expert report for Dildar failed to demonstrate that an unknown company with no property development history and owners indebted to NAMA would secure financing. The Nolans argued this financial track record would deter lenders, impacting the claimed €20 million damage.
• The court considered whether the beneficial ownership of the Site and the corporate entity Dildar IOM, including conflicting claims by the Kenny family and unregistered charges, is relevant to determining the damages Dildar is entitled to. The Nolans argued that unclear beneficial ownership would impact a lender's willingness to provide financing for development, thus affecting the damage calculation.
• The court determined whether Mr. Millett's wrongful actions (using the Nolans' data to obscure Kenny family involvement) are relevant to reducing Dildar's damages. While res judicata applied to the original finding of Millett's wrongdoing, the court ruled it could still affect damage assessment as it relates to Dildar's agency liability.

Holdings

• The plea regarding the beneficial ownership of the Site and its corporate owner (Dildar IOM) was not struck out. The court noted that conflicting claims about ownership and financial track records of the Kenny family could influence a lender's decision, making the issue relevant to the damages inquiry.
• The plea involving contributory negligence linked to Mr. Millett's wrongful acts was not struck out. The court clarified that while McDonald J. addressed Millett's actions in a prior case, their potential effect on the damages calculation for Dildar (as his principal) is a separate issue not covered by res judicata.
• The court refused to strike out any of the disputed pleas made by the Nolans, determining that it is not 'clear' that these pleas are irrelevant to the assessment of damages. The judge emphasized that the relevance of each plea must be evaluated in the context of the complex case and the discretion required in assessing damages.
• The plea alleging Dildar's involvement in unlawful acts with Paul and John Kenny was not struck out. The court reasoned that the illegality of these actions, if proven, could impact the discretion of the judge in determining damages for Dildar, given their role as agents of the Kenny family or Dildar.
• The plea challenging the expert report's failure to address Dildar IOM's funding prospects, considering the Kenny family's indebtedness to NAMA, was not struck out. The court acknowledged that a lender's consideration of a borrower's financial history is relevant to assessing whether Dildar IOM could secure funding.

Remedies

• The court provisionally scheduled the case for mention at 10:45 a.m. a week after the judgment's delivery to handle any remaining final orders and costs, with the option for parties to notify if unnecessary.
• The court determined that the disputed pleas were not clearly irrelevant and therefore refused to strike them out, allowing the Nolans to argue their points regarding the relevance of certain issues to the assessment of damages.

Contract Value

Legal Principles

• The court referenced Lloyd L.J.'s judgment in Financiera Avenida SA v Shiblaq, emphasizing that the trial judge (or a subsequent court) must consider all circumstances when exercising discretion to enforce a cross-undertaking in damages. This includes evaluating the relevance of pleas to the actual loss suffered by the defendant.
• The court applied the rule from Ryanair v Bravofly, stating that pleadings should only be struck out if it is 'clear' they are irrelevant. This standard was used to assess the Nolans' pleas regarding the relevance of beneficial ownership and other factors to Dildar's damages claim.
• The court found that while McDonald J.'s prior judgment addressed Mr. Millett's actions, the current inquiry into damages for Dildar is a separate issue. The principle of res judicata does not bar this consideration because the earlier judgment's findings are not directly applicable to the discretionary assessment of damages in this context.

Precedent Name

• Caldwell v Tracey
• Ryanair v Bravofly
• Nolan & Ors v Dildar & Ors
• Word Perfect Translation Services Ltd v. Minister for Public Expenditure and Reform

Key Disputed Contract Clauses

• The Loan Agreement (17 February 2014) between Dildar IOM and Clear Vision Solutions Holdings Inc (CVSHI) is a focal point. The Nolans argue that the absence of a registered charge over the Site despite the loan agreement's terms raises questions about financial credibility, which could impact Dildar's ability to secure development funding and thus the damages claim.
• The Nolans' plea in Paragraph 10 of their Points of Defence disputes the purchase contract's terms, which disclose that Clear Vision Solutions Holdings Inc (CVSHI) was the legal purchaser of the Site with beneficial interest vested in CVSSA. Dildar argues this is irrelevant, but the court found the clause's implications for funding availability and ownership structure could be relevant to damages assessment.

Cited Statute

Judge Name

Passage Text

• In this Court's view, for the reasons set out above, it is not clear that any of the disputed pleas are irrelevant or otherwise not permitted, and so this Court refuses to strike them out.
• A separate point was also made by Dildar, namely that the Nolans ran an illegality argument unsuccessfully in the High Court... and so they should not be allowed to make an illegality argument again.
• the fact that there is no charge on the Site today, despite the plea by Dildar IOM that CVSHI is apparently entitled to one, simply raises further questions for a prudent lender.

Damages / Relief Type