IRELAND Law and Practice Contributed by: Diarmuid Mawe, Craig Kenny, Katelin Toomey and William Fogarty, Maples Group
seller’s knowledge of the property is limited (eg, in an enforcement sale), it is usual to limit many of the warranties. The buyer’s lawyer also carries out searches against both the seller and the property. 2.5 Typical Representations and Warranties The principle of caveat emptor is diluted some - what by the General Conditions, which place a number of warranties and disclosure require - ments on the seller. For instance, the General Conditions include numerous warranties relat - ing to matters such as notices, planning compli - ance, boundaries, easements and identity. These warranties can be excluded or amended by way of special condition by agreement between the parties. In addition to any specific disclosures, sellers often limit the warranty provided in respect of planning and building control compliance by reference to documentation and certificates of compliance with planning and building regula - tions in the seller’s possession and provided to the buyer. Where the property is being sold in an enforcement scenario (ie, by a receiver, a liqui - dator or a mortgagee), it is common for many of the warranties contained in the General Condi - tions to be expressly excluded or varied/limited by reference to knowledge. While parties are free to negotiate the terms and warranties pro - vided in a contract for sale, generally speaking the COVID-19 pandemic has not resulted in new warranties or representations being provided. Parties to a contract for sale are also free to negotiate whether any of the representations and warranties included will be subject to certain limitations or caps on liability, or if they have a limited validity period. Where no such period is
included, the time period in which proceedings must be brought in respect of a breach of the contract defaults to the provisions of the Statute of Limitation 1957 – that is, six years from the date the action accrued where the agreement was executed as a simple contract, or 12 years where the contract was executed as a deed. There are also implied covenants as to owner - ship on the part of the seller, which are detailed in the 2009 Act. A seller can be liable for misrepresentation. Gen - eral Condition 29 of the General Conditions pro - vides that a buyer will be entitled to compensa - tion for any loss suffered as a result of an error, which includes any non-disclosure, misstate - ment, omission or misrepresentation made in a contract for sale. However, as outlined above, a seller may seek to exclude or vary this condition by inserting an appropriate special condition in the contract for sale. Representation and warranty insurance is avail - able in the Irish market. However, it is not fre - quently used as part of real estate transactions, except where real estate is being acquired by way of a corporate rather than an asset acquisi - tion. 2.6 Important Areas of Law for Investors An investor should ensure that the title to the property is good and marketable, that the prop - erty complies with the Local Government (Plan - ning and Development) Acts 1963 to 1999 and the Planning and Development Acts 2000 to 2023 (together, the “Planning Acts”) and envi - ronmental laws, and that the property has all the necessary easements for access and services. Investors will also need to ensure they under - stand the application of Irish tax law.
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