A corporate investment vehicle set up to acquire a residential site in south Dublin is suing a company over alleged misrepresentation as to projected returns and non-disclosure of an aggregate promoter fee.
Merleview Ltd has brought Commercial Court proceedings against Burton Carmen Ltd, a special purpose vehicle set up to acquire, hold and develop a property at Leopardstown Park with a view, it is claimed, to develop around 145 build-to-rent apartments. It is also suing Elkstone Capital Partners Ltd, which was the promoter and manager of the investment in Burton Carmen.
The defendants deny the claims.
The case was entered to the fast track Commercial Court on Monday by Judge Eileen Roberts on consent between the parties.
It was adjourned to next month after the judge was told there may be mediation or alternatively, the defendants say, the dispute may be covered by an arbitration clause.
In a sworn statement seeking entry of the case to the commercial list, Andrew Murphy, a director of Merleview, said that in February 2022, Elkstone director and chief revenue officer Ruairí O’Neill presented him with an “equity opportunity pitch deck” and a “debt opportunity pitch deck” concerning the development of the Leopardstown property. It was proposed to develop it as a private rental sector scheme of around 145 apartments.
Murphy said the pitch decks forecast an exit value of €14.9 million, an equity return of 42 per cent IRR (internal rate of return) and a 2.01 times multiple on a €2.9 million equity investment over 24 months along with a senior debt coupon of 10 per cent a year.
On the strength of these representations, Murphy said, Merleview subscribed for ordinary shares in Burton Carman and advanced an accompanying senior debt facility, together totalling €446,969.
In July 2023, Merleview advanced a further amount of some €303,000 as a loan note.
Murphy said the executed loan note certificate stated an interest rate of 7.5 per cent per annum even though the “debt deck”, and O’Neill’s own representations, had put the rate at 10 per cent.
In August, the defendants’ solicitors sent a corrected certificate showing an interest rate of 10 per cent on the loan note from March 2023 and acknowledging the original cert had been wrong in relation to that.
In April 2026, Merleview raised 10 categories of complaint against Elkstone including misrepresentation as to projected returns and the interest rate and non-disclosure of an aggregate promoter fee entitlement of some €781,000, which Murphy said was equivalent to 15.5 per cent of the total capital raised of some €5 million.
There was also an unauthorised material change to the investment strategy from a private rental sector scheme to a build-to-sell scheme without the investor majority consent required, Murphy said.
There was also a breach of ongoing reporting obligations under the subscription and shareholders agreement (SSA), he added.
The defendants’ solicitors denied liability and that Elkstone owed Merleview no duty of care given the disclaimers in the pitch decks and the SSA.
Merleview issued proceedings last August claiming recovery of the €303,000 principal sum under the loan note, damages for breach of duty, and for intentional interference with Merleview’s economic interests.
Murphy said it was important the proceedings be resolved without delay as Merleview’s senior debt and loan notes have been in default since July 2025 and no principal has been repaid to date. Interest continues to accrue, he said.
Despite repeated requests, he said, the defendants have not produced audited accounts, management reports or verified fee accounts and the parties are in dispute as to Merleview’s entitlement under the SSA to withhold consent to certain proposed transactions pending provision of the information.
The defendants’ solicitors have also indicated an intention to apply for security for costs against Merleview. However, Merleview says it is a fully solvent company.