The owners of Barne Estate in Co Tipperary are seeking damages for alleged slander of title and loss of the use of €22 million against billionaire John Magnier and his family.
The estate, Richard Thomson Moore, and two other companies that own the shares in Barne, have filed a detailed defence and counterclaim to the action brought by Mr Magnier, his son John Paul and daughter Kate Wachman.
The Magniers allege the defendants intend to repudiate an agreement to sell their 751 residential tillage farm in Clonmel to Mr Magnier for €15 million.
In a counterclaim, the Barne side says the Magniers had no entitlement to lodge a “litigation pending” status in the High Court over the lands, and in so doing have slandered the title of the property, causing loss and damage. The move also prevented the sale of the lands and the defendants’ access to €22 million.
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The defendants: the estate, Richard Thomson Moore, IQEQ One (Jersey) Ltd and IQEQ Two (Jersey) Ltd, deny that a meeting last August 22nd at Mr Magnier’s Coolmore Stud led to the conclusion of a land or option agreement, or documents being executed by the parties present.
Those present included Mr Magnier, his wife Susan, Coolmore farm manager Joe Holohan, and one of the current owners Richard Thomson Moore and his wife Anna Thomson Moore, as well as the auctioneer involved in putting the estate up for sale.
The Barne side alleges there were discussions only, in principle, to enter into negotiations for Mr Magnier to buy the lands, but not shares in Barne Estate Ltd, which, they say, is the legal owner of the estate.
Such discussions are not cognisable or enforceable, while none of the people present, in particular Richard Thomson Moore, had “any authority whatsoever” to bind the defendants to any agreements, the defendants allege.
Any agreement for sale could only have been entered into by the directors of the corporate IQEQ defendants and trustees of the Jersey-domiciled Repus Trust, which holds the beneficial interest in the estate’s shares for a large number of potential beneficiaries, the defendants say.
The defence came before the Commerical Court on Monday, when Mr Justice Denis McDonald said it is of “vital importance” that the case is heard swiftly. He gave directions for exchanging documents and adjourned the matter until Thursday to hear if the Barne side had delivered a document the plaintiffs require immediately.
The defendants initially told the court they may bring an application to strike out the case as having no cause of action. However, Martin Hayden SC, with Eoin O’Shea BL, for the defendants, said on Monday that his side, for practical reasons, decided such an approach would only delay the case, which needs to be heard as soon as possible.
Mr Hayden, instructed by Barry Creed of McDermott Creed & Martyn Solicitors, said he had a concern about the plaintiffs’ proposed timeline for progressing the matter, which, he said, is “of all cases a simple one”.
Paul Gallagher SC, with Stephen Walsh BL, for the Magniers, said he may need to bring a motion to amend his clients’ statement of claim. He has proposed a reasonable and appropriate timeframe for moving the action along.
In their statement of claim, the Magniers say it was agreed at the August meeting that the purchase could be executed, at the election of John Magnier, by way of direct purchase or through a sale of the entire shareholding in Barne Estate Ltd.
They say John Magnier, Richard Thomson Moore and the auctioneer shook hands on the deal which then became binding. The defendants admit handshakes occurred but say nothing became enforceable.
While the Magniers say the terms of the agreement were recorded in a sales advice note from the auctioneer, the defendants say this note is incapable of constituting any sufficient recording of the meeting’s discussions.
It is denied by the defendants that the granting of a tillage licence for Mr Magnier to plough and sow some 650 acres of the estate “acknowledged the existence and binding nature” of the sale agreement.
The Magniers allege a €250,000 deposit was paid to the auctioneer and that Mr Magnier transferred the entire €15 million purchase price to his solicitor’s client account. The Barne side says the Magniers “well knew” the meaning and effect of a refundable booking deposit, which creates no binding sale contract. The sum was refunded upon the termination of negotiations, the defendants say.
The Barne side says the Magniers are not entitled to any of the reliefs they seek from the court, which include a declaration that Barne Estate and the Jersey shareholding companies are parties to a contract for the direct sale of the land or by way of a share purchase agreement.
In the alternative, the Magniers seek an order for specific performance of the shareholding purchase agreement or the direct purchase agreement.
The defendants want damages and various declarations, including one declaring that no valid or enforceable cause of action exists concerning the sale of the estate or of shares in Barne Estate Ltd.
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