A dispute over hampered plans to develop Ireland’s largest film and TV studios in west Dublin, has come before the High Court.
The action, admitted on Monday to the fast-tracked Commercial Court list, has been brought against Lens Media Limited, whose directors include Oscar-nominated producer Gary Levinsohn (Saving Private Ryan).
Los Angeles-based Plus Development LLC and Cooper Plus Holdings Limited have initiated the proceedings against Lens Media, with an address on Adelaide Road in Dublin, over fears it intends to breach its alleged obligations under a partnership agreement.
The alleged partnership agreed to acquire, develop and operate a state-of-the-art media park on a 50-acre site at Grange Castle Business Park in Clondalkin. However, the plaintiff companies allege Lens Media may now pursue the project with alternative backers.
In a sworn statement to the court, Matthew Cooper, a film-maker, real estate developer and director of Cooper Plus, said the parties were in dispute as to whether a memorandum of understanding existed.
He claims Mr Levinsohn approached him in 2019 with the business opportunity. Mr Cooper said he then reached out to property company Plus Development, founded by Irish natives Carlin and Tyrone McKillen. He said an initial memorandum of understanding was executed between the parties in April 2020.
Mr Cooper said the council agreed in principle in May 2020 to sell the land to the alleged partnership for some €26 million. A new “binding and enforceable” memorandum of understanding was entered in June 2020 between the parties following the council’s offer, he claims.
However, it later became clear that certain terms of the land disposal were incompatible with “key understandings and requirements” set out in the memorandum.
Revised terms
Mr Cooper alleges the proposed structure put forward by the council, including that the title of the lands would not be transferred until the development’s practical completion rendered the project “non-financeable”.
In May 2021, Mr Cooper said, the council issued a revised set of terms and conditions, “crucially” having agreed that title to the lands would transfer prior to construction commencement.
Following this, the parties unsuccessfully engaged in attempts to reach a formal shareholders’ agreement in respect of the vehicle to be formed to own the lands and eventually operate the business, it is claimed.
Mr Cooper said he understood the defendants would assert that the memorandum amounted to a “non-binding agreement to agree” and would argue discussions between the parties showed there was a failure to agree.
He said the plaintiff companies did not believe a detailed shareholders’ agreement was necessary for the implementation of the project. In the alternative, they say the failure to agree arises out of Lens Media’s alleged refusal to recognise that the terms of the memorandum were binding.
Mr Cooper said the plaintiff companies had expended considerable time, money and effort on the project.
Mr Justice Denis McDonald admitted the case to the Commercial Court list on Monday with the consent of all the parties.
Plus Development and Cooper Plus want orders that would temporarily prevent Lens Media from pursuing the project without their participation. Their injunction application may be heard as early as next week.
The plaintiff companies will also seek an order compelling Lens Media to disclose any dealing it may have had with alternative financing partners in respect of the project, as well as an order making it complete the land acquisition as soon as possible.
