Receivers not under obligation to complete defective works in a car park in a business campus

Costello J (nem diss): Appeal of a decision of the High Court directing that the third, fourth and fifth plaintiffs are obliged pursuant to the terms of a management agreement to complete works on a defective car park in a business campus - the first and second plaintiff are the owners of certain lands on which they developed a business campus through the third defendant company - the fourth and fifth named plaintiffs are receivers appointed by National Asset Management Agency ("NAMA") in respect of the debts of the first, second and third named plaintiffs which were secured on the lands - defendant is the management company of the common areas of the campus - proceedings concern the proper construction of an agreement dated 6 April 2001 between the first, second and third named plaintiffs and the defendant ("the management agreement") - the underground car park on the campus requires extensive work to remedy serious deficiencies in its current condition - the plaintiffs sued to compel the defendant to execute a Lease of Easements and to facilitate the sale of the last unit in the estate - the defendant counterclaimed for certain declaratory reliefs - the Receivers entered into various sales of units and sites on the estate following their appointment - in so doing they entered into Leases of Easements along with the first and second and third named plaintiffs, the defendant, and each of the purchasers of the units - the proceedings concerned the sole remaining unit to be disposed of - the defendants were concerned that if the sale were completed that they would be required to meet the cost of the remedial works and refused to join in the Lease of Easements to facilitate the closing of the sale of the final unit pending a resolution of the issues surrounding the car park - - whether the Receivers are permitted to remit the entire proceeds of sale to the secured charge holder without first applying same to remediate the car park - whether the fact that the Leases of Easements form part of the title of each of the purchasers of units in the campus together with the right of purchasers to become members of the management company of the estate alters this position - whether the receivers adopted the management agreements - appeal allowed - dismisses a cross-appeal of the declaration by the trial judge that it was an implied term of the management agreement that it execute a Lease of Easements as requested by the plaintiff - cross-appeal dismissed.