Draft:McCann v Halpin

McCann v Halpin, [2016] IESC 11, is an Irish Supreme Court case in which the term "close of business" was defined to be 4pm, as normal banking business hours of the IBRC were commonly known to be from 10am to 4pm. Additionally, as there was no uncertainty present in the terms of the relevant documents for this case, it was decided that the contra proferentem rule of construction was not applicable.

Appointing of the Receiver
Prior to the appointing of the Receiver, the IBRC issued a letter of demand, stating that payment could either be made through electronic transfer, or by a bank draft to the relevant bank account. Notably, this letter of demand did not specify an exact time written in hours and minutes, rather it included the term "close of business" instead. The meaning of this term became one of the major issues in this case; as a receiver was ultimately appointed, with the deed appointing the Receiver being dated February 17th, 2012, at 4pm.

High Court
In the High Court, the Receiver asserted that at no point did it appear clear that the borrower would have been able to pay the money owed back; this included a meeting with the borrowers earlier in the day, where the borrowers expressed their inability to pay off the debt. The borrower nonetheless argued that the letter of demand only extended to 4pm and since this was not the close of business for this company on the given day, the receiver was appointed erroneously.

However, the presiding judge in the High Court made clear that, when the bank and customer relationship was established, the semantics relating to the term "close of business" was not left up to interpretation, and that the borrower in this case was in the wrong. The term "close of business" in this matter was held to concern banking hours, which were normally 10am until 4pm. The judge stated that the term "close of business...must be interpreted as meaning the end of the banking business day". The judge went on to say that expert evidence is not required to know that traditional banking hours last from 10am to 4pm. It was held that if money is required to reach the bank before "close of business", that can reasonably be interpreted to mean no later than 4pm.

Arguments of the Appellant
The appellant in this case only had singular ground on which to bring this appeal, which was to argue that the Receiver was not appointed validly. The borrowers claimed that the trial judge incorrectly decided that the term "close of business" was to be understood as the end of banking hours and was also incorrrect in holding that banking hours lasted from 10am until 4pm. An alternative argument was simultaneously put forward, contending that even if the trial judge was correct in holding that close of business did mean close of banking hours (which occurred at 4pm), the power to appoint the Receiver could not be exercised at exactly 4pm; as the letter of demand specified that the IBRC was entitled to appoint a receiver if the monies owed were not payed "by close of business", which was suggested to mean at or before 4pm. Thus, it was argued that the Receiver could not be validly appointed until after the time of 4pm. The appellants additonally asserted that if there was ambiguity relating to the letter of demand, the contra proferentem rules of construction would apply and the terms of the demand letter should be interpreted in a way which was against the Receiver.

Judgement
The Sumpreme Court agreed with the findings of the trial judge and deemed that the term "close of business" could correctly be interpreted to mean 4pm. The court noted that the appeallants were not able to identify any statutory provision or authority to aid them in defining the term "close of business" and thus, the term had to be understood in its ordinary meaning, which must be interpreted having regard to the particular context in which it was used. Therefore, the term was construed by the court as it was used by the Receiver. It was also stated that IBRC ceased business daily at 4pm, which was well-known by their customers. With the appellant being a customer of this institution, it was reasonable for the court to believe that this was the understanding of both parties. However, the court did agree with a portion of the appellant's argument; specifically, that as the Receiver in this case said that they would be appointed upon close of business to the account, it could not act immediately after the close of business was done, and instead had to wait a period of time until they could execute their process.

Thus, the Supreme Court dismissed the appeal, finding that the Receiver was validly appointed as Receiver over the borrower's assets.