Millionaire property developer Sean Dunne has brought a High Court action over the alleged sale of his 50 per cent stake in the Whitewater Shopping Centre in Co Kildare for €37.5 million. The court was told that Mr Dunne's holding in the centre was worth some €200 million a year ago. Mary Carolan reports.

Mr Dunne, of Merrion Square, Dublin, claims the purported sale of his 50 per cent stake in the shopping centre outside Newbridge to businessman Kevin Warren, of Northumberland Road, Dublin, is in breach of an agreement that the sale would not be completed until a development agreement had been executed by both parties.

Mr Dunne claims that it was understood by both parties that the €37.5 million figure was only part of an overall figure to be agreed under a development agreement to be negotiated by the two sides.

The multimillionaire, who recently purchased a site at AIB Bankcentre as well as Jury's Hotel and other sites, all in Ballsbridge, is seeking a declaration from the court that there was no binding agreement between himself and Mr Warren for the sale of his interest in the shopping centre, which includes retail units, a multi-storey car park, a cinema and apartments.

Mr Warren has denied Mr Dunne's claims and claims that Mr Dunne agreed to sell his half share in the Whitewater Shopping Centre for €37.5 million. Mr Warren contends a €100 deposit paid on August 31st, 2005 secured the deal. Mr Warren also claims that there is a binding contract between Mr Dunne and Mr Warren for the sale of his stake in the shopping centre.

The contract was agreed in a written memorandum of agreement of July 21st, 2005. He claims Mr Dunne has refused to complete the sale and is acting in breach of contract. He is seeking specific performance of the alleged contract.

Paul Gallagher SC, for Mr Dunne, said that his client was the owner of 50 per cent of lands at Moorfield and Kilbelin in Newbridge, Co Kildare where the Whitewater Shopping Centre is now situated. Developer SeáMulryan was the owner of the other 50 per cent interest.

Discussions started in May 2005 between Mr Dunne and Mr Warren, who runs a company called Warren Private Clients, with a view to Warren Private Clients purchasing Mr Dunne's 50 per cent interest in the shopping centre, counsel said. He said that Mr Warren was not buying on his own behalf but on behalf of investors.

Mr Gallagher said that "heads of terms" agreed between the two parties on June 19th, 2005 provided for the mechanism for the sale of the 50 per cent interest through a site contract for the sale of the land and a development agreement.

Mr Gallagher said that the memorandum of July 21st, 2005 was not a binding agreement and was never considered to be a binding agreement by the parties until there was a development agreement put in place.

The latter would be a highly complicated agreement that would provide protections for Mr Warren. By June 2005, it was estimated that a 50 per cent share in the shopping centre was worth €200 million, counsel said.

He said that both parties envisaged protections under the development agreement which would allow either party to walk away from the deal if certain targets were not reached.

Until the development agreement was concluded, it was never agreed that the transaction was completed, counsel said.

Mr Gallagher said that there were meetings and correspondence between the parties in July and August 2005.

Both parties were trying to do their best to protect their own interests, but had serious concerns. At no stage did they ever reach agreement.

Counsel said that a series of e-mails, letters and phone calls from Mr Dunne's solicitors to Mr Warren's solicitors at the beginning of September were not replied to.

He said that a deliberate decision had been taken not to reply in order to allow an option, which would allow Mr Dunne to pull out of the sale, to lapse.

He said that the parties did not and could not reach agreement on the development agreement.

It was envisaged that the development agreement would be completed when the shopping centre was completed and at that stage, the transaction would be closed.

The hearing before Ms Justice Mary Finlay Geoghegan is expected to last two weeks.