O'Neill v Ryan
| Jurisdiction | Ireland |
| Judge | Mr. Justice Costello |
| Judgment Date | 08 March 1991 |
| Neutral Citation | 1991 WJSC-HC 2254 |
| Docket Number | Record No. 8240P/1990 |
| Court | High Court |
| Date | 08 March 1991 |
1991 WJSC-HC 2254
THE HIGH COURT
BETWEEN
AND
Citations:
COMPANIES ACT 1963 S205
TREATY OF ROME ART 85
TREATY OF ROME ART 86
SCOTT V COULSON 1903 2 CH 249
GALLOWAY V GALLOWAY 1914 30 TLR 531
SOLLE V BUTCHER 1950 1 KB 671
IRISH LIFE ASSURANCE CO LTD V DUBLIN LAND SECURITIES LTD 1989 IR 253
MONAGHAN CO COUNCIL V VAUGHAN 1948 IR 306
GRIST V BAILEY 1967 CH 532
CHITTY ON CONTRACTS 1989 ED V1 PARAS 351, 352
MESPIL LTD V CAPALDI 1986 ILRM 373
FRY SPECIFIC PERFORMANCE 5ED 765
EASTES V RUSS 1914 1 CH 468
PRENN V SIMMONDS 1971 3 AER 237
BRITISH LEYLAND EXPORTS V BRITISH MANUFACTURING LTD 1981 IR 335
RIVER WEAR COMMISSIONERS V ADAMSON 1877 2 AC 743
HARTOG V COLIN & SHIELDS 1939 3 AER 566
BARROW V SCAMMELL 1881 19 CH D 175
TAMPLIN V JAMES 1880 15 CH D 215
FOSS V HARBOTTLE 1843 2 HARE 461
RENT RESTRICTIONS ACTS (UK)
PHIPSON ON EVIDENCE 12 ED PARA 1961
CHITTY ON CONTRACTS 26ED PARA 867
Synopsis:
ACTION
Compromise
Terms - Breach - Settlement - Offer - Meaning - Document - Construction - Objective test - Plain meaning - Secret intention of offeror - Irrelevance - Admissibility of evidence of intention - (1990/8240 P - Costello J. - 8/3/91) 1992 1 I.R. 166 1991 ILRM 672
|O'Neill v. Ryan|
CONTRACT
Formation
Action - Compromise - Terms - Enforcement - Defence - Mistake - Intention of parties - Relevance - Objective test applied to meaning of written agreement - Unilateral mistake of offeror - Offeree unaware of offeror's secret intention - Acceptance of offer - Offeror bound by terms of agreement - Admissibility of evidence of intention - Estoppel - (1990/8240 P - Costello J. - 8/3/91) - [1992] 1 I.R. 166 - [1991] ILRM 672
|O'Neill v. Ryan|
EVIDENCE
Admissibility
Contract - Creation - Circumstances - Party - Intention - Relevance - Document - Construction - Objective test - Plain meaning - Secret intention of offeror - Irrelevance - (1990/8240 P - Costello J. - 8/3/91) - [1992] 1 I.R. 166 - [1991] ILRM 672
|O'Neill v. Ryan|
EVIDENCE
Estoppel
Contract - Terms - Party - Intention - Relevance - Document - Construction - Objective test - Plain meaning - Secret intention of offeror - Irrelevance - (1990/8240 P - Costello J. - 8/3/91)
|O'Neill v. Ryan|
MISTAKE
Contract
Offer - Meaning - Document - Construction - Objective test - Plain meaning - Secret intention of offeror - Irrelevance - Admissibility of evidence of intention - (1990/8240 P - Costello J. - 8/3/91) - [1992] 1 I.R. 166 - [1991] ILRM 672
|O'Neill v. Ryan|
On the 16th of September 1988 the Plaintiff in this action instituted proceedings as a petitioner under Section 205 of the Companies Act1963in which he claimed that he was a shareholder in a Company known as Ryanair Limited (a well known Irish Company engaged in the airline business) and in which he alleged that the Respondents named therein had acted oppressively against him. The proceedings had the Record No. 1988 8775p assigned to it and I will refer hereafter to it as "the s. 205 proceedings". In the present action the Plaintiff claims that the Respondents in the s. 205 proceedings (who he has named as Defendants in this action) by a letter of the 24th of May 1990 offered to purchase his shares in Ryanair Limited at a stipulated price and pay his costs of the s. 205 proceedings and that by letter of the 30th of May 1990 he accepted this offer. This action is for an Order that the contract thereby arising be specifically performed. The Defendants have resisted this claim on a number of grounds. That which is now relevant is a plea that the agreement relied on was entered into by mistake. The basis of this defence is this. The Plaintiff herein had instituted a second set of proceedings by the issue on the 16th of September 1988 of a Plenary Summons and I will refer to this set of proceedings as the "Plenary Action". In defence of the present claim the Defendants herein assert (i) that the offer of settlement made in the letter of the 24th of May 1990 was made on the basis that both sets of proceedings would be terminated (that is the s. 205 proceedings and the Plenary Action), other than a claim for wrongful dismissal against Ryanair Limited in the Plenary Action, by the purchase of the Plaintiff's shares at the price stated in the letter the 24th of May 1990 and by the payment of his costs in both sets of proceedings; and that (ii) the Plaintiff purported to accept the offer on a different basis, namely that it was intended as an offer to settle the s. 205 proceedings only. It is submitted therefore, that there was no consensus, the parties were not ad idem, and there is no contract in existence which can be specifically enforced.
Obviously the terms of the offer and acceptance are of crucial importance in this case but before referring to them I must examine the two sets of proceedings and the issues which arose in them and the course they took as these matters, as I will show later, are highly relevant to the issues for determination in this action.
The Plaintiff owns 7.2% of the issued share capital of Ryanair Limited. When petitioning under s. 205 of the Companies Act1963he sought relief arising from a number of different claims of oppression which he detailed in his petition and in subsequent pleadings. Originally the Respondents named were Ryanair Limited (against whom no relief was sought) and Mr. Thomas Anthony Ryan ("Dr. Ryan"). Later Mr. Cathal Ryan, Mr. Declan Ryan and Mr. Kevin O'Brien were joined as Respondents. Mr. Cathal Ryan and Mr. Declan Ryan are sons of Dr. Ryan. Mr. Kevin O'Brien is a Solicitor and is a trustee of shares in Ryanair Limited beneficially owned by another son of Dr. Ryan, Mr. Shane Ryan. Dr. Ryan is not the registered owner of any shares in Ryanair Limited. Mr. Declan Ryan, Mr. Cathal Ryan and Mr. Kevin O'Brien each are registered as owners of 27.6% of the issued share capital in the Company.
Points of claim against the Respondents and Defences were delivered in these proceedings. Messrs. A. & L. Goodbody have acted throughout as Solicitors for Dr. Ryan whilst Messrs. Lennon Heather and Company have acted as Solicitors for Ryanair Limited, Mr. Cathal Ryan, Mr. Declan Ryan, and Mr. Kevin O'Brien.
A number of detailed allegations are made by the Petitioner in those proceedings and different and alternative forms of relief were sought. For present purposes I can summarize the allegations and the relief claimed as follows. The Petitioner claimed that although Dr. Ryan was not a shareholder in or director of Ryanair Limited he exercised de facto control of the Company; that Dr. Ryan had extensive business interests which conflicted with those of Ryanair Limited; that Ryanair Limited had from December 1987 been subject to unfair competition from Aer Lingus Plc. which was a breach of Articles 85 and 86 of the RomeTreaty; that Ryanair Limited had formulated a complaint against Aer Lingus Plc. for submission to the Directorate General for Competition of the E.E.C. in Brussels; that Dr. Ryan had successfully interfered in the affairs of Ryanair Limited to prohibit the presentation of the complaint and this interference was wrongful. Secondly it was claimed that an agreement had been made between Dr. Ryan and Aer Lingus whereby markets outside Ireland were to be divided between Aer Lingus and Ryanair and that this agreement was a breach of Articles 85 and 86 of the Rome Treaty and that Dr. Ryan had therefore acted wrongly. Thirdly, it was claimed that there was a conspiracy between Dr. Ryan and Aer Lingus which caused the Petitioner damage. Amongst the alternative claims by the Petitioner was a claim that the Court should order Dr. Ryan to purchase his shares in Ryanair Limited or alternatively that Mr. Cathal Ryan and Mr. Declan Ryan and Mr. Kevin O'Brien should be ordered to purchase his shares. The Petitioner placed a value on the shares which, it is admitted, was in excess of the actual value pertaining at the date of the Petition and was an enhanced value reflecting the value of the Petitioner's shares in Ryanair Limited had none of the wrongs alleged in the Petition taken place.
The contemporary Plenary Action to which I will refer in a moment and in which the Petitioner was Plaintiff sought damages for alleged wrongs committed by a number of parties who were not Respondents in the s. 205 proceedings. The Plaintiff has agreed that he is not entitled to be compensated twice for the same wrongful acts and as his claim for damages in the Plenary Action includes a claim that the value of his shares was depreciated by the same wrongful acts of which he complains in the s. 205 proceedings he agrees that such damages could not be recovered if an Order under Section 205 paying him an enhanced value for his shares arising from the same wrongful acts had been made. In his s. 205 petition he has asked the Court to assess the damage to his shareholding in Ryanair either in those proceedings or in the Plenary Action.
The Plenary Summons was issued on the 16th of September 1988, the same day as the s. 205 Petition was filed. The parties in the Plenary Action were different to those in the s. 205 proceedings. Mr. Declan Ryan, Mr. Cathal Ryan and Mr. Kevin O'Brien are not Defendants in the Plenary Action. Both Dr. Ryan and Ryanair Limited are Defendants in the Plenary Action as are four other parties, Aer Lingus Plc., Mr. David Kennedy, GPA Group Limited and Transport Analysis Inc. The claims against each of these Defendants as pleaded in the Statement of Claim (delivered the 22nd of March 1989) can be summarized as follows:-
(i) It is alleged that the Plaintiff had been appointed Chief Executive of Ryanair Limited and that prior to his appointment certain...
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