Bula Ltd v Tara Mines Ltd (No. 2)

• Jurisdiction: Ireland
• Court: High Court
• Judgment Date: 01 January 1988
• Date: 01 January 1988
• Docket Number: [1986 No. 10898P]

Bula Ltd. v. Tara Mines Ltd. (No. 2)

Bula Limited (In Receivership) Bula Holdings, Thomas C. Roche, Thomas J. Roche, Richard Wood and Michael Wymes, Plaintiffs

and

Tara Mines Limited and Others and the Minister for Energy (No. 2) Defendants

[1986 No. 10898P]

High Court

Injunction - Tort - Action for unlawful interference with economic interests - Mandatory interlocutory injunction sought - Whether grant of such relief dependent on plaintiffs' prospects of success at trial of action - Whether terms of injunction sought certain enough to enable Court to ensure compliance with its order - Whether grant of relief would prejudge one of the issues in the case.

The first plaintiff and the first defendant owned adjoining orebodies in Nevinstown, County Meath. The first defendant's orebody was held under a State mining lease granted in 1975 and made with amongst other persons the defendant Minister's predecessor-in-title. One of the provisions of that lease, clause f., provided that the lessee, the first defendant, undertook to co-operate with the lessor so as to ensure that the minerals thereby demised and any privately owned minerals in Nevinstown would be exploited in the most efficient and most economical manner with consequent benefit to all concerned and also provided that the lessee undertook to act reasonably in all negotiations to achieve such end. The lease further provided that should any dispute arise between the lessor and lessee concerning, inter alia, clause f. or as to any action taken by a party to the lease in purported execution of or compliance with clause f., the dispute was to be referred to arbitration in the manner therein provided.

The defendant Minister's predecessor-in-title had also in 1975 entered into an agreement with the first plaintiff whereby it was agreed, amongst other things, that the parties thereto would procure that the first plaintiff would actively proceed to develop and exploit its mine "in as expeditious a business manner as is possible . . ." The first plaintiff's orebody had not as yet been exploited and the plaintiffs commenced these proceedings against the defendants claiming damages for, inter alia, inflicting economic loss and damage on them by unlawful means, the plaintiffs claiming that it was the strategy of the first defendant to acquire the first plaintiff's orebody at a gross under-value through a variety of tactics including, it was alleged, the refusal or failure of the first defendant to negotiate as required by clause f. of the State mining lease and also by procuring a breach by the defendant Minister of his obligations owed to the first plaintiff under the 1975 agreement. Those proceedings also included claims for relief by way of injunction based on an allegation that the defendant Minister was a trustee for the plaintiffs of the obligations which it was said the first defendant owed to him by virtue of clause f. in the mining lease.

In relation to the claims for relief by way of injunction, the plaintiffs applied to the High Court for the grant of those reliefs in interlocutory form — one order which was sought being to direct the first defendant to meet with the plaintiffs "at such times and with such frequency as may be necessary for the purpose of discussing what arrangements may be made" between the first plaintiff and the first defendant as regards the use of the first defendant's facilities in the exploitation of the mineral assets of the first plaintiff and for certain other specified purposes.

Held by Murphy J., in refusing the plaintiffs interlocutory injunctions in the terms sought or any other relief to like effect, 1, that whilst the plaintiffs might have difficulty in establishing at the trial of their action liability for unlawful interference with their economic interests or in establishing that the defendant Minister was a trustee for them of the obligations contained in clause f. or that that provision was not in any event void for uncertainty or incapable of having contractual force, their right to a mandatory interlocutory injunction did not necessarily depend on the court evaluating the strength of their cause of action.

Dicta of Megarry J. in Shepherd Homes Ltd. v. Sandham[1971] Ch. 340 at p. 349 and of O'Higgins C.J. in Campus Oil Ltd. v. Minister for Industry (No. 2)[1983] I.R. 88 at pp. 106-107 considered. Observations of Murphy J. on liability for unlawful interference with economic interests; the creation of trusts over contractual obligations and the legal status of "agreements to agree".

2. That, nevertheless, the injunctions sought by the plaintiffs or any injunctions to like effect would not, if granted, be certain enough in their terms to enable it to be ascertained whether the defendants were complying with the order of the court. It was immaterial that if a dispute arose as to whether the defendants were acting reasonably in the negotiations the arbitration procedure in the mining lease could be invoked since the issue of compliance was something which the Court itself had to determine.

Redland Bricks Ltd. v. Morris [1970] A.C. 652 and Fishenden v. Higgs & Hill Ltd. (1935) 153 L.T. 128 applied.

3. That the relief sought would also be refused on the ground that to direct that a meeting be held for the purposes of clause f. would not be merely to maintain the status quo but would be to prejudge one of the issues in the case by compelling the parties to decide, at least on some temporary or conditional basis, the legal framework within which that provision was to be operated.

Cases mentioned in this report:—

Lumley v. Gye (1853) 2 E. & B. 216; 22 L.J.Q.B. 463; 17 Jur. 827; 118 E.R. 749.

Quinn v. Leathem [1901] A.C. 495; (1901) 70 L.J.P.C. 76; 85 L.T. 289; 17 T.L.R. 749.

Sorrell v. Smith [1925] A.C. 700; (1925) 94 L.J. Ch. 347; 133 L.T. 370; 41 T.L.R. 529.

Cooper v. Millea [1938] I.R. 749; (1938) 72 I.L.T.R. 209.

Riordan v. Butler [1940] I.R. 347; (1940) 74 I.L.T.R. 152.

Sheriff v. McMullen [1952] I.R. 236; (1951) 91 I.L.T.R. 60.

Rookes v. Barnard [1964] A.C. 1129; [1964] 2 W.L.R. 269; [1964] 1 All E.R. 367; [1964] 1 Lloyd's Rep. 28.

Daily Mirror Newspapers Ltd. v. Gardner [1968] 2 Q.B. 762; [1968] 2 W.L.R. 1239; [1968] 2 All E.R. 163.

Torquay Hotel Co. Ltd. v. Cousins [1969] 2 Ch. 106; [1968] 3 W.L.R. 540; [1968] 3 All E.R. 43.

Lonhro Ltd. v. Shell Petroleum Co. Ltd. (No. 2) [1982] A.C. 173; [1981] 3 W.L.R. 33; [1981] 2 All E.R. 456.

Cadbury Ireland Ltd. v. Kerry Cp-Operative Creameries Ltd. [1982] I.L.R.M. 77.

Courtney & Fairbairn Ltd. v. Tolaini Brothers (Hotels) Ltd. [1975] 1 W.L.R. 297; [1975] 1 All E.R. 716.

The "Scraptrade" [1981] 2 Lloyd's Rep. 425.

Hillas & Co. Ltd. v. Arcos Ltd. (1932) 147 L.T. 503.

Shepherd Homes Ltd. v. Sandham [1971] Ch. 340; [1970] 3 W.L.R. 348; [1970] 3 All E.R. 402; (1970) 21 P. & C.R. 863.

Campus Oil Ltd. v. Minister for Industry (No. 2) [1983] I.R. 88; [1984] I.L.R.M. 45.

Redland Bricks Ltd. v. Morris [1970] A.C. 652; [1969] 2 W.L.R. 1437; [1969] 2 All E.R. 576.

Fishenden v. Higgs & Hill Ltd. (1935) 153 L.T. 128.

Plenary Summons.

On the 17th November, 1986, the plaintiffs issued a plenary summons seeking numerous reliefs against the defendants, some of those reliefs being sought against one or more but not all of the defendants. As against all the defendants save the Minister for Energy, the last defendant, the plaintiffs claimed damages for, inter alia, (a) inflicting economic loss and damage on the plaintiffs by unlawful means, (b) for wrongfully procuring and inducing the last defendant to breach and/or wrongfully preventing the last defendant from complying with contractual arrangements between the plaintiffs and the last defendant thereby causing loss and damage to the plaintiffs and (c) for wrongfully and maliciously conspiring to damage and injure the plaintiffs. The plaintiffs claimed additional relief against the first defendant only for, inter alia, damages for breach of a State mining lease made on the 19th...