A High Court dispute involving builder Tom Bailey’s family and a company that acted as a trustee for a discretionary trust involved in the planned development of a €40 million land bank in Kildare has been resolved.
The resolution of the dispute is expected to cover two separate cases entered into the Commercial Court list earlier this year.
The first case was brought by Mr Bailey’s wife, Caroline Bailey, and their children, Ellen and Jeff, against a firm called Citadel Corporate Services Ltd.
Citadel, whose sole director is businessman Ronan Barrett, was an administrator/co-trustee, along with Sopal Ltd, of the Culcommon Trust which Mr Bailey set up and whose beneficiaries were his wife and two children, as well as the St James’s Hospital Foundation (Urology) and the National Breast Cancer Research Institute.
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The trust’s main asset is 250 acres of development land on the border of Kildare and Meath, at Moygaddy near Maynooth.
The land is held through Isle of Man-registered Skycastle Ltd which has proposed a major development including a technology/business park, residential units, sports campus and public hospital, on the land.
In order to unlock funds for the development, debt funding needed to be raised to purchase shares held by a company called Sky Castle Holdings under call options involving various other companies.
One of those companies is Moygaddy Holdings, of which Mr Barrett is also a director, which owns 35 per cent of the shares in Sky Castle Holdings.
Mr Barrett, who had been involved with Mr Bailey in another successful land acquisition and development project in Kilcock, began in early 2021 to reference a desire to exit his/Citadel’s role in the trust and in a related company called Glenvala Limited Partnership, Mrs Bailey said in an affidavit.
However, she said, a dispute arose when Mr Barrett said he should get a shareholding/profit share in the Culcommon Trust development project.
In March, a second case over the dispute was entered into the Commercial Court in which Citadel sought a declaration that it has a binding contract for the 25 per cent share that was allegedly agreed at a meeting with Mr Bailey at a meeting in the InterContinental Hotel, Ballsbridge, Dublin, in December 2021.
The Bailey case against Citadel was due before Mr Justice Mark Sanfey on Thursday to deal with a pre-trial preliminary matter.
Michael Cush SC, for the Baileys, told the judge the case had been “resolved in principle” but there was “quite a lot of writing to do” and the sides required an adjournment for a fortnight. Counsel said they had also settled the related case.
Counsel also said there would be “no point in resolving one without the other” though it was not entirely straightforward.
Bernard Dunleavy SC, for Citadel, said he would mention his client’s case against Mr Bailey to the judge in charge of the Commercial Court with a view to getting both cases back before Mr Justice Sanfey in two weeks to “hopefully sign off” on them. The judge agreed to the adjournment.
In the Bailey family proceedings against Citadel, it was claimed Mr Barrett/Citadel were seeking to profit from his position acting on behalf of the trustee. They also sought that Citadel be removed as trustee.
As part of those proceedings, It was claimed Mr Bailey wrote to Mr Barrett claiming Citadel, as co-trustee, was engaged in “a blatant attempt at a shakedown” over the land development project. The claims were denied.
In the Citadel proceedings against Mr Bailey, Mr Barrett said that following the success of the Kilcock project, Mr Bailey acknowledged that that project would not have succeeded without Citadel’s involvement.
He said he also told Mr Bailey he would seek equity participation rather than a transaction fee if they were to work on a similar project again.
When the Moygaddy project was identified, Mr Barrett said Mr Bailey told him he wanted Citadel involved in developing the lands.
A dispute over the question of fees for this then arose. As a result, Mr Barrett said the two men had a face-to-face meeting in the InterContinental Hotel where it was agreed to resolve their differences over the Moygaddy project on the basis of Citadel being entitled to a 25 per cent equity stake or profit share.
Mr Barrett said it was not recorded in writing but it was part-performed by Citadel because it continued to provide services to Mr Bailey for the development.
