Wachman and Others v Barne Estate Ltd and Others

• Jurisdiction: Ireland
• Court: High Court
• Judge: Mr Justice Max Barrett
• Judgment Date: 15 September 2025
• Neutral Citation: [2025] IEHC 491
• Docket Number: [2023 No.5036 P]

Between

Katherine Wachman, John Paul Magnier and John Magnier

Plaintiffs

and

Barne Estate Limited, IQ EQ One (Jersey) Limited, IQ EQ Two (Jersey) Limited, Richard Thomson-Moore and IQ EQ (Jersey) Limited

Defendants

[2025] IEHC 491

[2023 No.5036 P]

THE HIGH COURT

Reliefs sought - Land Agreement - Land and Conveyancing Law Reform Act - application refused

In the third amended statement of claim, the plaintiff sought the following reliefs; “A declaration that the Second and Third Defendants, as vendors, and the Third Plaintiff, as purchaser, are parties to an option agreement for the sale of the entire shareholding in the First Defendant, as concluded on 22 August 2023 (the Option Agreement),and are bound by the Option Agreement.” “A declaration that the First Defendant as vendor and the Third Plaintiff as purchaser, are parties to a contract for the sale of lands known as Barne Estate…(the Property), as concluded on 22 August 2023 (the Land Agreement), and are bound by the Land Agreement”. The Plaintiff also sought a number of orders including; (i) an Order for specific performance of the Land Agreement; (ii) an order restraining the Second and Third Defendants from disposing of or any other actions that would be inconsistent with the Plaintiff;’s interest in the Property; (iii) a declaration that the First Defendant from disposing of, alienating, letting, mortgaging, charging and/or incumbering the Property; (iv) in the alternative a decree for strict performance and damages for breach of contract; (v) numerous declarations against the defendants; (vi) alternatively damages for inducing a breach of the Exclusivity Agreement with the other defendants. The plaintiff maintains that oral agreements were breached and there were no documents needed to show this.

The plaintiff noted that as there was no binding agreement and in any event there was no document that met the requirements under s.51 of the Land and Conveyancing Law Reform Act 2009. The plaintiff further invoked the doctrine in their written submissions, the relevant principles summarised in Mackie v. Wilde (No.2) [1998] 2 IR 578 which requires; “(i) a concluded oral contract; (ii) acts by the plaintiff evincing an intention to perform that contract; (iii) inducement or acquiescence by the defendant; and (iv) circumstances making it inequitable to permit reliance on the statute”.

The Judge considered all the submissions and held that the defendants’ sequence of events were accurate and reliable. On the balance of probabilities, the Judge held that; “(i) these changes appear to have been prompted by the evidential challenge posed by the disclosed phone records, and (ii) what transpired went beyond a minor legal refinement and was a material alternation of the plaintiff’s account of a key event in dispute. The Judge emphasised that the conclusions were made on two interlocking foundations; (i) the contemporaneous documents and objective conduct were admissible and overwhelming support that there was no binding agreement; and (ii) the plaintiffs’ account of the meeting is inconsistent in ways that cannot held to be minor lapses of recollection. For the reasons stated in the judgment the plaintiff’s case must fail and all reliefs were refused. Parties were to be heard as to costs

Reliefs refused

JUDGMENT of Mr Justice Max Barrett delivered on 15 ^th September 2025 .

Introduction

1 . In their third amended statement of claim, the plaintiffs seek, inter alia, the following reliefs:

• ‘1. A declaration that the Second and Third Defendants, as vendors, and the Third Plaintiff, as purchaser, are parties to an option agreement for the sale of the entire shareholding in the First Defendant, as concluded on 22 August 2023 (the Option Agreement), and are bound by the Option Agreement.

• 2. A declaration that the First Defendant as vendor and the Third Plaintiff as purchaser, are parties to a contract for the sale of lands known as Barne Estate…(the Property), as concluded on 22 August 2023 (the Land Agreement), and are bound by the Land Agreement.

• 3. An Order for specific performance of the Option Agreement.

• 4. If necessary, an Order by way of injunction restraining the Second and Third Defendants from disposing of, alienating, letting, mortgaging, charging and/or encumbering or from taking any steps which would be inconsistent with the Third Plaintiff's entitlement to purchase the shares in the First Defendant.

• 5. In the alternative, an Order for specific performance of the Land Agreement.

• 6. A declaration that by operation of Section 52 of the Land and Conveyancing Law Reform Act 2009, the Third Plaintiff, alternatively the First and Second Plaintiffs as the Third Plaintiff's nominees, are the parties entitled to the entire beneficial interest in the Property…

• 7. An Order by way of injunction restraining the First Defendant from disposing of, alienating, letting, mortgaging, charging and/or incumbering the Property, or from taking any steps which would be inconsistent with the Third Plaintiff's, or, as the case may be, the First Plaintiff's and Second Plaintiff's beneficial interest in the Property.

• 8. In addition, or in the strict alternative to a decree of specific performance, damages, including damages under Lord Cairns' Act, for breach of contract.

• 9. As against the Fourth Defendant, insofar as many be necessary, damages for breach of his warranty of authority and/or negligent misstatement.

• 10. A A declaration that the First Named Defendant deliberately and repeatedly breached the Exclusivity Agreement and that the other Defendants deliberately and repeatedly induced a breach of the same.

• 11. B An account as against each of the Defendants of the profits obtained as a result of the aforesaid deliberate and unlawful conduct.

• 12. Alternatively, as against the First Defendant, damages for breach of the Exclusivity Agreement and the resultant loss of the Barne Estate.

• 13. A Alternatively as against the other Defendants damages for inducing a breach of the Exclusivity Agreement.

• 14. B Alternatively an inquiry as to damages.

• 15. Interest, including pursuant to the Courts Act 1981.

• 16. Such ancillary or consequential orders as may be necessary to give effect to the reliefs sought at 3 and 5 above.

• 17. Such further or other relief as this Honourable Court shall deem appropriate…’.

2 . I am satisfied, for the reasons set out hereafter, that neither the alleged land-sale agreement nor the alleged option agreement were ever concluded. Nor do I see any breach of the exclusivity agreement to arise. It follows that all the reliefs sought by the plaintiffs will be and are respectfully refused.

3 . Barne Estate Limited holds legal title to Barne Estate, a roughly 751-acre property in County Tipperary. The second and third defendants, IQ EQ One and IQ EQ Two, own its shares, nine in the case of IQ EQ One and 533,000 in the case of IQ EQ Two. Those shares are subject to a trust declared by deed on 30 December 1987, known as the Repus Trust, established by Mr Colijn Thomson-Moore, father of the fourth defendant, Mr Richard Thomson-Moore. The beneficiaries named in the trust include Mr Richard Thomson-Moore, his sister Dr Alexandra (Alex) McCullough, and their spouses and children. IQ EQ (Jersey) Ltd, the fifth defendant, acts as trustee, with IQ EQ Two holding its shares as nominee.

4 . The plaintiffs' case is that these oral agreements were finalised, not merely discussed, during a kitchen-table meeting at Coolmore House, the home of the third plaintiff, Mr John Magnier, on 22 August 2023.

5 . The defendants deny this. They say no binding agreement was reached, and that there is in any event no document meeting the requirements of s.51 of the Land and Conveyancing Law Reform Act 2009. Because I have found as a matter of fact that there was no oral contract at all, s.51 is not engaged: it presupposes the existence of a concluded oral agreement, which is not the case here. As Clarke J. explained in Greenband Investments v. Bruton & Ors [2009] IEHC 67, para.5.4, the Statute of Frauds and its successors (here s.51) go to enforceability, not the existence, of a contract. Thus, unless a contract is first established on the facts, there is nothing to which section 51 can attach.

6 . The plaintiffs also invoke the doctrine of part performance. In their written submissions they have accurately summarised the relevant principles in reliance on Mackie v. Wilde (No. 2) [1998] 2 IR 578, per Barron J., which require (i) a concluded oral contract; (ii) acts by the plaintiff evincing an intention to perform that contract; (iii) inducement or acquiescence by the defendant; and (iv) circumstances making it inequitable to permit reliance on the statute.

7 . I accept the plaintiffs' summary and am bound by Mackie. However the factual prerequisites identified by Barron J. have not been shown to exist here. First, as already noted, no oral agreement was concluded on 22 August 2023. Second, the acts relied on as part performance (such as ploughing, paying a booking deposit, or offering employment) are just as consistent with ongoing, conditional negotiations as with contract performance. Third, the defendants' conduct was congruent with the existence of unresolved terms, not acquiescence in the performance of a concluded contract. Even if s.51 applied (which it does not), I would not regard it as unconscionable in these circumstances for the defendants to rely on it.

8 . The plaintiffs have also pleaded an estoppel based on the defendants' post-meeting conduct. For reasons explained later, this line of argument also fails.

9 . A further feature of this case is that on 31 August 2023, nine days after the Coolmore meeting, Barne Estate Limited and Coolmore entered into a written exclusivity agreement. Its recitals expressly contemplate that no binding sale agreement was yet in place. The...