No binding contract for guesthouse sale as parties entitled to withdraw prior to exchange

The High Court determined that no binding and enforceable contract existed for the sale of a guesthouse between the vendors and the purchaser, as the parties had expressly stipulated—through consistent use of 'subject to contract / contract denied' language—that the agreement would only become binding upon exchange of executed contracts. Because the purchaser withdrew before the contracts were exchanged and communicated, the court ordered the return of the deposit of €142,500 to the purchaser. The vendor's claim for specific performance, forfeiture of the deposit, and damages was dismissed, as the court found no concluded oral agreement, no part performance, and no attempt by the purchaser to renegotiate while under contract. The decision hinged on the parties’ intentional adherence to pre-contractual stipulations and the absence of contract exchange.