High Court dismisses claim for specific performance as unsigned documents fail to satisfy statutory requirements for a binding contract.

THE HIGH COURT [2025] IEHC 491 [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

JUDGMENT of Mr Justice Max Barrett delivered on 15th 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. 9.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. 9.B An account as against each of the Defendants of the profits obtained as a result of the aforesaid deliberate and unlawful conduct.

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

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

10.B Alternatively an inquiry as to damages.

11. Interest, including pursuant to the Courts Act 1981.

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

13. 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 existence and terms of that document are fundamentally at odds with the plaintiffs’ theory that a concluded sale agreement had already been made.

10. The plaintiffs allege that the defendants breached that exclusivity agreement. For reasons given later in this judgment, that claim also fails.

11. The plaintiffs additionally say that at the 22 August 2023 meeting, the defendants agreed to grant the third plaintiff (Mr Magnier) an option to buy the shares in Barne Estate Limited for €15 million. I find that the evidential basis for that alleged option fails when one brings the balance of probabilities to bear.

12. Various of the reliefs sought by the plaintiffs are identified above. All are refused for the reasons set out herein

13. The defendants’ counterclaim for slander of title was neither developed in submissions nor is it supported by evidence. None of its constituent elements has been proved. It is therefore dismissed.

Key Factual Chronology

14. Barne Estate was placed on the market by private treaty on 7 July 2023, with Savills acting as the lead agents and REA Stokes Quirke as the local agents. The guide price was set at €13.5 million. Mr Magnier quickly emerged as an interested party. He inspected the property twice, first on 7 July 2023 and again on 17 July 2023. The second visit included a tour of Barne House, a French château-style residence on the estate. His real focus, however, was the farmland.

15. A meeting was scheduled for 22 August 2023 at Coolmore House. Those present were Mr and Ms Magnier, Mr Holohan (Coolmore’s farm manager), Mr and Ms Thomson-Moore, and Mr Stokes (one of the selling agents). Neither of the Thomson-Moores nor Mr Stokes had legal authority to commit Barne Estate Limited to a sale. Nor did they hold themselves out as having such authority. The company’s directors first learned of the meeting the following day.

16. According to Mr Magnier, he convened the meeting with the express intention of finalising an agreement. He says this was conveyed to Mr Stokes by Mr Holohan. Mr Holohan’s witness statement records that he told Mr Stokes there was only a point in attending if a deal could be done. The Thomson-Moores maintain that Mr Stokes never said any such thing to them. Mr Stokes himself says he did not. I see no reason to doubt the evidence of either the Thomson-Moores or Mr Stokes on this point. If Mr Magnier’s hope was to conclude a binding deal, he was dealing with individuals who lacked authority to conclude such a deal.

17. Earlier, on the day of the meeting, Mr Stokes messaged Dr McCullough, a beneficiary: ‘I will ring you if there are any further developments have your phone on ok meeting Mr M at 8pm ok.’ The plaintiffs say this betrays an intention to settle terms that evening. That argument is misplaced: the message is better understood as a promise to keep a beneficiary updated, not as a commitment to bind the vendor.

18. Twice during the meeting, the Thomson-Moores and Mr Stokes stepped away to make calls. Phone records confirm that no call was made to the trustees. Any notion that the absence of any trustee contact meant that approval was unnecessary, or a mere formality, inverts logic: the lack of trustee contact is more consistent with the plaintiffs’ current version of events being incorrect.

19. All witnesses agree that, upon returning to the room for the final time, Mr Stokes said ‘We have a deal’ and hands were shaken. The dispute is whether he added the qualification ‘subject to trustee approval.’ Mr and Ms Thomson-Moore and Mr Stokes are clear that he did. The plaintiffs deny it. The question of whom among the witnesses are the more credible is linked to what is referred to in the defendants’ closing submissions as the ‘shifting sands’1 problem. Briefly stated, that problem is this: Mr Magnier and Mr Holohan have retreated from earlier sworn statements once documents came to light after these proceedings were commenced. This reduces the weight I am able to attach to their present evidence. This is a sufficiently important aspect of matters that I treat with it in the next section of my judgment.

20. The plaintiffs allege that an option agreement was struck at the meeting of 22 August 2023. The defendants deny it. The plaintiffs point to earlier exchanges, including with the defendants’ solicitors, Gartlan Furey, as evidence of an openness to such a proposal. But willingness to

This phrase was initially deployed by the defendants in their submissions but I have found it a useful shorthand reference and use it in my judgment.

negotiate is not the same as an agreement. On the balance of probabilities, no such option was agreed.

21. The day after the meeting, Mr Thomson-Moore began the process of seeking trustee consent to the offer. Solicitors were instructed – Smithwicks for Mr Magnier and Gartlan Furey for Barne Estate Limited – to draft a potential contract of sale (for consideration, not automatic approval).

22. On 29 August 2023, Mr Magnier visited the estate and met Mr Thomson-Moore. The following day, with the latter’s consent, Mr Magnier’s team began ploughing fields – a step later paused for a time following objection from the trustees. On 30 August, €250,000 was paid to Savills as a booking deposit. On 6 September, €15 million was transferred into Mr Magnier’s solicitor’s client account, a step that had no operative legal effect; it was, at most, symbolic.

23. On 31 August 2023, Mr Fitzpatrick, acting for Mr Magnier, signed an exclusivity agreement and a tillage agreement with Barne Estate Limited. On 7 September, in a step consistent with ongoing talks, Mr Magnier’s side offered employment to the estate’s farm manager, Mr Colm O’Flaherty.

24. Solicitor-level negotiations continued into September, though Mr Magnier became increasingly frustrated at what he perceived as vendor-side delay.

25. A further strand of Mr Magnier’s evidence was his belief that the defendants had been influenced by Mr Regan, an Irish-born entrepreneur based in New York who ultimately outbid him. This theme appeared in oral evidence and in the plaintiffs’ written submissions, which assert that the beneficiaries’ heads had been ‘turned’ by Mr Regan.

26. In reality, a materially higher bid from Mr Regan presented a commercially preferable proposition. The evidence indicates that Mr Magnier’s bid was just not the highest. While the trustees were initially reluctant to favour Mr Regan, the beneficiaries, led by Ms Thomson-Moore, urged acceptance of his offer.

27. In late-September 2023, the exclusivity agreement was not renewed. On 29 September, Arthur Cox, Solicitors, acting for Mr Magnier, sent a pre-action letter which contained some inaccuracies (touched on later below). Negotiations now resumed. On 5 October 2023 Mr Magnier offered €16 million and proposed to place €500,000 in trust for the Thomson-Moores’ infant son.

28. In early-October 2023, the parties’ solicitors discussed potential heads of terms. By 11 October, it was apparent that the vendor would not proceed with a sale to Mr Magnier. Any claim of repudiation of the alleged option agreement around this time fails for the simple reason that such an option agreement was never made.

29. That same week, Mr Regan offered €22.25 million. Proceedings were issued on 16 October by Arthur Cox. The plaintiffs maintain that the option agreement remains binding. On 1 December 2023, Barne Estate Limited and Mr Regan entered into a conditional contract for sale at €22.25 million, subject to these proceedings.

30. I should perhaps mention before proceeding further that all factual findings in this judgment are made on the balance of probabilities, having assessed the credibility, reliability, and consistency of each witness along with the contemporaneous documentary record. When assessing the evidence, I have tended to attach the greatest weight to contemporaneous documents created in the ordinary course of events, particularly those generated before the onset of this dispute. Such records, being uninfluenced by the adversarial process provide the most reliable guide to what occurred. Oral testimony has been considered along with that record and all other evidence available, but where there is a conflict between oral evidence and contemporaneous documents, that contemporaneous documentary evidence has generally been preferred absent reason to the contrary.

‘Shifting Sands’

31. The defendants have referred me to the observations of Leggatt J., in Gestmin SGPS SA v. Credit Suisse (UK) Ltd [2013] EWHC 3560 (Comm) regarding the fallibility of human memory in litigation. As there explained, recollections of conversations are often influenced by loyalty, hindsight, and the litigation process itself, and little weight should be attached to them where reliable contemporaneous documentation exists.

32. That caution is particularly apt here. The plaintiffs’ account has altered in material respects since the inception of these proceedings. In the letter of claim, the original pleadings, and affidavits sworn by both Mr Holohan and Mr Magnier, the position was that express confirmation of trustee approval had been obtained on the evening of 22 August 2023. That was repeated without qualification in replies to particulars and in an amended statement of claim. So for example, the letter of claim issued by Arthur Cox Solicitors on 29 September 2023 states, inter alia, as follows:

‘After the deal was agreed upon, John Stokes, Richard Thomson-Moore and Anna Thomson-Moore left the room twice to call the trustees and the other beneficiary left the room twice to call the trustees [so the requirement as to trustee consent on the plaintiffs’ own version of events must have been known on this account] and the other beneficiary to confirm [sic] the Land and Option Agreements. The Thomson- Moores spoke with the trustees who consented to the Land and Option Agreements on behalf of Barne as owner of the Property and on behalf of IQ EQ One (Jersey)

Limited and IQ EQ Two (Jersey) Limited as owners of the shares in Barne.

When John Stokes, Richard Thomson-Moore and Anna Thomson-Moore returned to the meeting room they informed Mr Magnier that the trustees and the other beneficiary, being Alex Thomson-Moore [Ms McCullough], had consented [whereas in fact no call was placed to the trustees and the trustees did not even know of the meeting at Coolmore House until the following day]’.

33. Of course a letter of claim is simply that: it sets out matters as one side perceives them to be when the letter issues and in the ensuing proceedings (if proceedings ensue) that perception of events may or may not be established on the balance of probabilities. It is notable that the position of the plaintiffs in this case shifted only after the defendants produced telephone records showing no calls to the trustees were made. Thereafter, the case advanced was that Mr Stokes simply announced that there was ‘a deal’, without making any mention of the trustees. This was later

reflected in amendments to the pleadings, with the plaintiffs then suggesting that approval was either unnecessary or had been implicitly secured.

34. I have considered in detail the evidence and submissions tracing this evolution. I expressly adopt the defendants’ sequence of events as an accurate and reliable summary, subject only to recording that I make no criticism of the plaintiffs’ legal team (for none is owing), nor do I understand the defendants or their lawyers to have made any such criticism.

35. In essence, the ‘shifting sands’ problem can be summarised as follows. First, the original narrative of trustee approval remained constant until the telephone records were disclosed. Second, this narrative was maintained in the amended statement of claim filed in January 2024. Third, in February 2024, the defendants disclosed telephone records showing that no telephone calls to the trustees were made on the night of 22 August 2023. Fourth, only after this disclosure did the plaintiffs’ account change. Fifth, in subsequent witness statements, Mr Holohan and Mr Magnier both said that their earlier affidavits were wrong, that no mention of trustee approval had been made, and that it was Mr Stokes, not Mr Thomson-Moore, who said ‘we have a deal.’ Sixth, Mr Holohan and Mr Magnier attributed their mistake to not reading their affidavits carefully enough before signing them. (I note that the early factual instructions underpinning the affidavits originated internally within Coolmore, not from the plaintiffs’ solicitors, and there is no evidence of any misunderstanding by those solicitors.) Seventh, in the third amended statement of claim, of February 2025, events were recast yet again, now pleading that calls were made or intended to be made, or alternatively that approval was already secured or would have been a formality. The person said to have announced the deal also became uncertain, with the pleadings stating it was either Mr Stokes or Mr Thomson-Moore.

36. This progression, I note, marks a complete reversal: from alleged express confirmation of trustee approval on the night, to an assumption that such approval must have existed because the relevant individuals seemed satisfied.

37. I find on the balance of probabilities, 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 amounted to a material alteration of the plaintiffs’ own account of a – perhaps even the – key event in dispute.

38. Contemporaneous notes confirm that instructions were taken by Mr Gleeson and Mr Irwin, circulated to the witnesses, and considered before the letter of claim issued. Ms Magnier also appears to have had some awareness of the draft initiating letter before it was sent.

39. On the evidence presenting, it is difficult to understand how both Mr Magnier and Mr Holohan could independently have made the same fundamental error by accident, or that Mr Irwin could have mis-recorded identical points from each witness without realising his own error. On the balance of probabilities, the likely explanation is that the plaintiffs’ account adjusted in response to the objective facts emerging from the telephone records.

40. In cross-examination, Mr Holohan accepted that his affidavit was wrong and indicated that he had not read it properly before signing. He suggested that he did not know how his solicitor’s notes had been prepared but accepted that he had signed his affidavit without verifying it carefully. Mr Magnier likewise accepted that he had not read his affidavit well enough before signing it, describing the whole process as rushed. While I have no reason to doubt that time pressures existed (though no more than one often sees), this does not satisfactorily explain how both witnesses came to swear to the same incorrect central fact.

41. Taking these matters together, I find that I am unable to place reliance on the plaintiffs’ recollection where it conflicts with the contemporaneous documents or the testimony of the defendants’ witnesses. The changes in the plaintiffs’ account are fundamental, unexplained, and, in my assessment, call into question the reliability of their account of the key events of 22 August 2023.

42. The credibility difficulties here arise not from subjective impressions but from the stark divergence between the plaintiffs’ evolving narrative and the fixed points of the contemporaneous documentary record. The changes between the version set out in the letter of claim, the affidavits sworn for entry into court, and the evidence given at trial are not minor variations but significant differences pertaining to issues central to the plaintiffs’ pleaded case. When the most reliable documents, generated at or close in time to the events in question and often by the plaintiffs themselves, are placed alongside these later accounts, the inconsistencies are plain. These are not readily explained by mere lapse of recollection. Rather, as I have said, they reflect a progressive recasting of the facts to suit the plaintiffs’ litigation position. That conclusion rests on the objective record, which on any fair reading, is irreconcilable with the plaintiffs’ case.

43. My preference for the contemporaneous documentary record is independent of, and would stand even without, my adverse findings on aspects of the plaintiffs’ oral evidence. The documents generated in the ordinary course of business before litigation began – emails, minutes, the sales advice note – point away from the existence of any concluded contract. Even if I had found the witnesses on both sides equally credible (and, for the reasons just stated, I do not so find), these documents would still have compelled me to reach the same outcome.

Chronology of Key Events

44. The parties have furnished me with an agreed, detailed sequence of events, which has proven useful and it is set out below in adapted form:

14 February 2023. Barne Estate Limited’s directors meet and decide to appoint joint selling agents: Savills (lead) and REA Stokes & Quirke (local).

24 April 2023. Barne Estate Limited’s board approves the formal terms for appointing REA Stokes & Quirke.

25 April 2023. The directors agree to engage Gartlan Furey Solicitors to act on the sale.

7 July 2023. Barne Estate is launched for private treaty sale at a guide price of €13.5m. Mr Magnier views the property, accompanied by Messrs Stokes, Irwin, Wachman, and Holohan.

13 July 2023. Tim Gleeson (Coolmore) emails Eddie Irwin (Coolmore)

about Barne Estate Limited and liaises with Savills to obtain company information.

17 July 2023. Mr Magnier returns to Barne Estate with Mr Holohan and Mr Wachman, touring the estate with Mr Stokes and having a private discussion with Richard and Anna Thomson- Moore. 26–27 July 2023. Belport tenders an offer of €10.5m (inclusive of farm machinery). Architect Jonathan Dinnewell visits Barne Estate with Jerome Casey (Coolmore), arranged via Mr Stokes.

27 July 2023. Mr Stokes sends Mr Holohan the contact details for Barne estate’s farm manager, Mr O’Flaherty.

28 July 2023. Mr Casey [of Coolmore] tables an offer of €10m, excluding machinery.

31 July 2023. Mr Stokes informs Coolmore of a competing €10.5m bid from another party.

3 August 2023. Louis Fell withdraws the €10.5m offer.

14 August 2023. Coolmore raises its offer to €11.25m (excluding machinery); Mr Stokes confirms receipt.

22 August 2023. A meeting takes place at Coolmore House at Mr Magnier’s request, attended by Richard and Anna Thomson-Moore, Mr Stokes, Mr and Ms Magnier, and Mr Holohan.

23 August 2023. Mr Stokes emails terms from the meeting of the 22 August to the Thomson-Moores and Dr McCullough. Mr Richard Thomson-Moore emails Ben Newman and Sarah Pritchard (IQ EQ) with the subject line ‘Offer received’. A board meeting of Barne Estate Limited notes acceptance of the offer ‘subject to contract/contract denied.’ Mr Newman replies to Richard Thomson-Moore’s email, copied to others, confirming the trustees’ agreement to the offer on an exclusive basis and instructing that there be no further viewings.

24 August 2023. Coolmore instructs Smithwicks Solicitors for conveyancing. Draft “subject to contract” sales advice notes are circulated by Savills and approved by the trustees.

Savills advise against granting access to the land until contract exchange and deposit.

25 August 2023. Sales advice notes (headed ‘subject to contract/contract denied’) are issued to Smithwicks and Mr Casey. Savills internally agree to cancel further video marketing.

28 August 2023. Gartlan Furey advises Smithwicks they are finalising contracts and asks for purchaser details. Smithwicks responds that the purchasing entity is undecided but Mr Fitzpatrick can sign in trust.

29 August 2023. Mr Wachman speaks to Mr Regan about his ongoing interest. Mr Magnier visits Barne and discusses sowing rights with Mr Thomson-Moore. Mr Fitzpatrick suggests an exclusivity agreement. A €250,000 booking deposit is paid to Savills.

30 August 2023. Coolmore begins ploughing at Barne. The trustees object and ask for machinery to be removed. Mr Regan offers €16.5m. Discussions take place about Coolmore’s employing Mr O’Flaherty.

31 August 2023. Exclusivity and tillage licence agreements signed by both sides. Mr Stokes tells Mr Regan the property is ‘sale agreed’ and informs him his bid is not accepted.

5 September 2023. Coolmore transfers €15m into its solicitors’ client account.

Mr Regan’s lawyers signal readiness to pay €18m subject to contract. Contracts are still awaited from Gartlan Furey.

6 September 2023. Mr Burke attempts to contact Dr McCullough.

7 September 2023. Coolmore offers employment to Mr O’Flaherty. Mr JP Magnier provides €50,000 cash via Mr Stokes to the Thomson-Moores. A call between IQ EQ, Savills, and the Thomson-Moores discusses the €18m Regan bid; the

decision is to proceed with Coolmore. Ploughing resumes.

8 September 2023. Mr JP Magnier meets Mr Thomson-Moore with Mr Irwin and calls tax advisers from KPMG.

9 September 2023. Mr Thomson-Moore returns the cash to Mr Stokes for return to Mr Magnier (completed on 11 September).

10 September 2023. Letters from Addleshaw Goddard (for Mr Regan) challenge the sale process.

11 September 2023. A conference call considers the Regan letters; Gartlan Furey advises a written response. Coolmore presses for contracts.

12 September 2023. Further letters from Addleshaw Goddard are issued. IQ EQ instructs bringing of trust tax affairs up to date ahead of anticipated completion.

13 September 2023. Mr Thomson-Moore sends Coolmore invoices for farm supplies.

14 September 2023. Draft contract and caretaker agreement discussed on conference call on defendants’ side; Coolmore’s solicitors are chasing daily.

15 September 2023. The Thomson-Moores meet KPMG on tax issues. Mr Regan increases his bid to €20m.

18 September 2023. Addleshaw Goddard writes again, confirming a €20m offer with additional terms. A meeting discusses the bid but notes the exclusivity agreement is still binding.

21 September 2023. Beneficiaries seek further tax advice. Gartlan Furey reports to Smithwicks that clients are awaiting tax and caretaker arrangements advice.

22 September 2023. Smithwicks complains of delay; a meeting is proposed for

25 September. Gartlan Furey reiterates their clients await tax advice.

25 September 2023. Parties discuss extending exclusivity to 6 October.

27 September 2023. Smithwicks states Mr Magnier is ready to exercise an option to buy shares. The vendor’s board decides not to extend exclusivity.

29 September 2023. Arthur Cox (for Coolmore) threatens litigation.

30 September 2023. Exclusivity expires.

2 October 2023. Arthur Cox agrees to delay issuing proceedings until 3 October to allow trustee instructions.

3 October 2023. Trustees instruct Mr Stokes to negotiate with Coolmore; an €18.75m figure is floated. Mr Magnier counters at €15.5m;

€18.25m is ultimately proposed.

4 October 2023. Savills’ Mr Butler records a call with Mr Thomson-Moore about the nature of the agreement and plan for senior counsel advice.

5 October 2023. Instructions are confirmed to accept service of proceedings by Barne Estate Ltd. Coolmore offers €16m plus €500,000 in trust for the Thomson-Moores’ son. Vendor’s board resolves to accept this offer, subject to contract. 6–7 October 2023. Draft agreements are exchanged between respective solicitors.

10 October 2023. Mr Regan increases his bid to €22.25m.

15 October 2023. Vendor’s solicitors confirm discussions with Coolmore are over.

16 October 2023. Vendor’s board minutes documents acceptance of Mr Regan’s offer. Proceedings issue.

19 October 2023. Coolmore refuse attempt to return deposit..

9 November 2023. Deposit cheque returned and lodged by Coolmore.

1 December 2023. Conditional contract signed with Mr Regan.

Chronology of Exclusivity Agreement

45. I also set out a chronology of communications and certain other documentation relating to the execution of the exclusivity agreement. This chronology commences on 29 August 2023 (a week after the meeting at Coolmore House) and is useful because, inter alia, it shows that by the end of August 2023, the plaintiffs were considerably concerned that they would be outbid for Barne Estate by another party (Mr Regan) – a concern that is difficult to reconcile with the case that the plaintiffs have presented to the court in these proceedings, viz. that the alleged land sale agreement and the alleged option agreement were in place and effective from 22 August 2023 (or, at the latest, when trustee approval was obtained the following day, notwithstanding that this approval was given ‘subject to contract’). The chronology follows (any times shown are in GMT):

29 August (09:42). Mr Casey to Mr Irwin. ‘Is there anything signed re Barne we don’t need anyone getting up our inside JM very animated about this’ (Agreed Book, Tab 130).

29 August (16:00) Mr Casey to Mr Fitzpatrick. ‘Joe Sorry but did you get confirmation from the lawyers for Barne that we are the successful bidders for the farm? A guy is trying to get in on our inside…’ (Agreed Book, Tab 136).

29 August (evening). Mr Fitzpatrick states in his witness statement that he had a conversation with Mr Casey where he ‘suggested to him that we might draft a form of exclusivity agreement which would be unusual in a conveyancing transaction but usually used on commercial deals.’ (Witness statement of Mr Fitzpatrick, para.10).

30 August (10:26). Draft exclusivity agreement sent by Mr Fitzpatrick to Ms Mullin (Gartlan Furey). Mr Casey is blind copied on this email.

30 August (10:28). Mr Casey emails Mr Fitzpatrick saying ‘I would like to see sight of this signed document today please. We are a bit concerned that other parties are disappointed that they did not get the property!!!’(Agreed Book, Tab 140).

30 August (20:07). Mr Casey to Mr Fitzpatrick: ‘Joe Did you receive that agreement from Julianna [Ms Mullin] re Barne? So important to have this as rumours are ripe another party is offering more money for the place!!!’ (Agreed Book, Tab 136).

30 August (21:33). Email from Mr Fitzpatrick to Ms Mullin. ‘I am wondering if we could have confirmation of exclusivity which my clients are anxious for.’(Agreed Book, Tab 149).

30 August (22:14). Mr Magnier messages Mr Holohan to ‘Please get Jerome [Casey] to involve Eugene Mc [Cague of Arthur Cox, Solicitors] immediately’ (Agreed Book, Tab 148).

30 August (22:15). Mr Holohan passes on the just-mentioned message to Mr Casey (Agreed Book, Tab 148).

31 August (09:53). Mr Irwin sends correspondence from Mr Casey to Mr McCague. (Agreed Book, Tab 151).

31 August (11:25). Mr Fitzpatrick to Mr Stokes: ‘John Got a call from my clients. They are super sensitive about this and require the exclusivity agreement today. Can you oblige as it does not compromise your clients but should reassure them[.] I cannot get anyone in Gartlan Furey to sort it such that it needs a push from you and your clients.’ (Agreed Book, Tab 171).

31 August. Barne Estate Limited minutes of board meeting confirm execution of licence and exclusivity agreement.

31 August (17:33). Sending of copy of signed exclusivity agreement (signed by directors of the corporate trustees) advised by Ms Mullin to Mr Fitzpatrick. Headed ‘subject to contract/contract denied’.

31 August (17:43). Mr Fitzpatrick (Smithwicks) emails Mr Casey stating, ‘All seems to be done and this is binding for exclusivity and allows Coolmore to conclude a binding contract within 30 days’ (Agreed Book, Tab 164).

31 August (18:52). Mr Casey circulates the exclusivity and tillage agreements to Mr Wachman, Mr Holohan, Mr J.P. Magnier, Mr Gleeson, Mr Irwin, and Mr McCague.

31 August (18:53). Mr Fitzpatrick sends email enclosing signed agreements to Mr Stokes, Mr Casey, Savills, and Gartlan Furey. (Agreed Book, p. 851).

31 August (20:22). Mr Magnier posts images in group chat of licence and exclusivity agreement with handwritten notes (Agreed Book, Tabs 38, 40, 41, 42).

31 August (22:37) Mr McCague gives advice on exclusivity agreement to Mr Casey (Tab 172).

Some Preliminary Observations

46. In light of the preceding analysis, it is worth briefly revisiting and expanding upon several central conclusions that run through this judgment and which are amplified on later below

47. First, the plaintiffs have not discharged the burden of proving, on the balance of probabilities, that a binding land sale agreement arose from the kitchen table meeting at Coolmore House on 22 August 2023. With that central plinth removed, much of their case falls away, though other strands fail independently.

48. Second, the evidence does not show consensus on all essential terms. The plaintiffs were aware that the lands were held in trust, and no attempt was made on the evening of the 22 August to commit any arrangement to writing.

49. Third, none of those in attendance from the defendants side on 22 August 2023 had authority to commit the vendor. Only Barne Estate Limited, acting through its directors and authorised signatories, could do so. The proposal communicated to the company the next day was accepted ‘subject to contract,’ which by its nature was not a final agreement. The events that followed confirm that any potential sale was to proceed in the conventional way by signing and exchanging the Law Society’s standard contract form.

50. Fourth, the idea that a concluded contract was already in place is inconsistent with the parties’ later decision to execute an exclusivity agreement expressly negating any prior contractual commitment. The stated rationale – to stop anyone ‘getting up on Coolmore’s inside’ before contract cannot be reconciled with the existence of a completed bargain. The plaintiffs have never explained how such a risk could arise if the sale was already agreed.

51. Fifth, because no oral agreement was ever formed, s.51 of the Land and Conveyancing Law Reform Act of 2009 is not merely unmet: it is not engaged.

52. Sixth, the criteria for part performance, as set out in Mackie v. Wilde (No. 2) [1998] 2 IR 578, are not satisfied on the evidence before me.

53. Seventh, although the oral evidence contained conflicts, most do not require resolution. The documentary record and the parties’ conduct are enough to show that any alleged land-sale arrangement (if it came about at all, and I hold that it did not) would have been provisional, incomplete, and contingent on formal contract execution.

54. Eighth, bearing in mind Stapleton v. Doran [2019] IESC 19, in particular Charleton J.’s observations at paras. 4-5 of his judgment, I find that there was no mutual intention to form either of the alleged land-sale or option contracts, there was no agreement on all material terms, and (when it comes to the option agreement) there is no credible foundation for it ever having come into being.

55. Ninth, by way of addendum to the just-made point, the assertion that an option agreement was struck is unsupported by credible evidence. It appears in no contemporaneous record, was unknown to the parties’ solicitors and, even if one accepts for the sake of argument that there is credible evidential support for its existence (and there is not), it lacked agreement on essential elements as to, e.g., consideration and duration.

56. Tenth, the notion that such an option existed alongside a concluded land sale is equally unconvincing; the continued discussion of an option pathway is characteristic of ongoing negotiation, not of contractual closure.

57. Eleventh, the plaintiffs’ attempt to downplay the ‘subject to contract’ formula cannot be accepted. The phrase was in use contemporaneously by both sides’ solicitors and is entirely consistent with the absence of a concluded agreement.

58. Twelfth, the plaintiffs’ credibility is challenged by the evidence in relation to the 22 August meeting. The issue is not the ordinary fading of memory, but the alteration of sworn testimony on the key question of trustee approval. Whether deliberate or inadvertent, the shift gives the appearance of recollection altered in light of the evolving case presenting.

59. Thirteenth, the plaintiffs’ criticisms of Mr Regan are not material to whether either the alleged land-sale agreement or alleged option agreement was formed on 22 August.

60. Fourteenth, the exclusivity agreement undermines the contract claim in itself. It imposed no duty to conclude a sale, and its expiry without a contract of sale being concluded involved no breach of any nature.

61. In essence, the plaintiffs seek to hold the defendants to terms that, on the evidence, were never agreed, under contracts that were never made. The theory of binding oral agreement on 22 August 2023 as to the alleged land-sale agreement and the alleged option agreement is not supported on the evidence. The trustee-approval condition, the exclusivity and tillage arrangements, the consistent ‘subject to contract’ framework, and the unresolved matters all point in the same direction: no enforceable agreement – be it the alleged land sale agreement or the alleged option agreement – was concluded on the night of 22 August 2023 at Coolmore House.

62. For completeness, I emphasise that the conclusions reached above and herein rest on two interlocking foundations. First, the contemporaneous documents and objective conduct of the parties, which are admissible and probative of contractual intention, overwhelmingly support the defendants’ case that no binding agreement was made on 22 August 2023. Second, and separately, the plaintiffs’ account of the meeting, as presented in multiple iterations across pleadings and affidavits, is internally inconsistent in ways that cannot be attributed to minor lapses of recollection. Those findings, taken together, satisfy me on the balance of probabilities that there was no consensus ad idem on essential terms of either alleged agreement and no intention to be bound by either such alleged agreement.

Relevant Legal Principles

63. Having reviewed the furnished cases on the law of contract, I accept that the plaintiffs have correctly summarised several propositions that reflect the governing principles applicable to this case. The difficulty for them is that, even applying those principles faithfully, the evidence does not support the existence of the alleged land-sale agreement or option agreement said to have been made on 22 August 2023.

64. The plaintiffs cited a range of authorities, including, inter alia: Van Hatzfeldt-Wildenburg v. Alexander [1912] 1 Ch 284; Mulhall v. Haren [1981] IR 364; Pagnan S.p.A. v. Feed Products Ltd

(1987) 2 Lloyd’s Rep 601 (as approved in An Cumann Peile Boitheimeach Teoranta v. Albion Properties Ltd [2008] IEHC 447); Pernod Ricard & Comrie Plc v. FII Fyffes Plc (Unreported, SC,

11 Nov 1988); Supermacs Ireland Ltd v. Katesan (Naas) Ltd [2000] 4 IR 273 (SC); Greenband Investments v. Bruton [2009] IEHC 67; RTS Flexible Systems Ltd v. Molkerei [2010] UKSC 14, McCabe Builders v. Sagamu Developments Ltd [2011] 3 IR 480; Stapleton v. Doran [2019] IESC 19; ACE Autobody Ltd v. Motorpark Ltd [2024] IECA 6; and Keena v. Promontoria [2023] IECA 249.

65. From these, the following propositions emerge (accepted by me as accurate statements of law), together with my observations on their application to the present facts:

Proposition 1. Irish law applies an objective test to contract formation. The issue is what the evidence would convey to a reasonable and informed person, disregarding private intentions or unspoken reservations.

Observation. The objective indicators here do not support the existence of a concluded bargain on 22 August 2023. The absence of authorised decision-makers, the ‘subject to contract’ labels, and the documentary record all weigh against it.

Proposition 2. Parties can leave certain matters for future agreement and still form a binding contract, though the more important the term, the less likely it is they intended to defer it.

Observation. The points left unresolved here were not incidental; they went to the commercial core of each alleged agreement of 22 August 2023.

Proposition 3. In a commercial setting, there is a presumption that parties intend legal relations, but this can be rebutted on the evidence.

Observation. That presumption is displaced in this case. The combination of “subject to contract” usage, the exclusivity agreement’s recitals, and the lack of authority on the part of those present indicates no binding intention at the time.

Proposition 4. Oral agreements, even for the sale of land, can be binding unless statute requires writing.

Observation. The question here is not whether oral agreements can bind, but whether one was made at all. On the evidence before me, the answer to this last question is

‘no’: material terms were unsettled, authority was missing, and the alleged option was never seriously advanced.

Proposition 5. A land purchaser may nominate another entity to take title.

Observation. This presupposes an underlying enforceable contract, which is absent here.

Proposition 6. If the parties anticipate signing a formal contract later, it is a factual question whether signing was a precondition to formation or merely a formality.

Observation. The circumstances point to execution of the formal Law Society contract as the moment of formation. The ongoing negotiations into October and the role of the exclusivity agreement support that view.

Proposition 7. The later use of ‘subject to contract’ language does not nullify an agreement already formed.

Observation. In this case, the consistent and contemporaneous use of that phrase by both sides is better explained as a marker of ongoing negotiation rather than of a completed agreement.

Proposition 8. Post-contract conduct may be considered to interpret terms where there is ambiguity.

Observation. Such conduct cannot create a contract where none was made. Here, the post-meeting dealings (continued negotiations, exclusivity arrangements, and absence of share-sale steps) indicate no concluded contract existed.

Proposition 9. Post-contract behaviour may shed light on whether a particular stipulation was a condition precedent to contract formation or a mere term, particularly where no inquiries are made about fulfilment and failure to fulfil is not promptly raised.

Observation. There is no evidence that anyone believed such conditions had been satisfied, or that they were operating under an existing binding contract to which they applied.

Intention to Create Legal Relations

66. Where parties disagree as to whether a contract exists, the first question, to be answered from an objective standpoint, is what kind of binding arrangement, if any, the parties meant to bring into being. (See Silver Wraith Ltd v. Siucre Éireann Cpt (HC, 6th June 1989, unreported), Embourg Ltd v. Tyler Group Ltd [1996] 3 IR 480 [1996] IESC 5, and Greenband Investments v. Bruton & Ors [2009] IEHC 67).

67. In examining this question, I have had regard to a number of recurring factors: (i) the nature and value of the subject matter; (ii) prevailing commercial practice for transactions of this kind;

(iii) the objective tenor of contemporaneous communications; (iv) the role each side expected their solicitors to play; (v) whether material terms remained unsettled; (vi) whether the parties saw themselves as free to walk away; and (vii) the degree of formality with which their dealings were recorded.

68. Several features here strongly suggest the absence of an intention to be bound at the kitchentable meeting: the asset was high-value land, held in trust through a corporate entity; the vendor had appointed both professional agents and solicitors; the discussion was informal; key terms were left open; the matter was explicitly referred to solicitors for progression; early correspondence carried “subject to contract” notations; and an exclusivity agreement was subsequently executed which itself described the stage as ‘pre-contract.

69. Embourg shows that parties familiar with property transactions may intend no binding commitment until the formal exchange of contracts. Greenband confirms that while there is no legal obstacle to enforcement of an oral agreement that is later recorded in writing, the surrounding circumstances will decide whether that is what occurred.

70. Here, the most plausible reading of matters is that the meeting of 22 August 2023 was, at most, a step toward ‘sale agreed’ status, identifying headline terms but with both sides proceeding on the basis that nothing was final until formal written contracts were signed.

71. This conclusion aligns with common sense: Mr Magnier’s keenness to advance matters before travelling is more readily understood as commercial enthusiasm than as an intention to enter an immediately binding land sale. As Lord Scott noted in Cobbe v. Yeoman’s Row [2008] UKHL 55, ‘it would be an unusually unsophisticated negotiator who was not well aware that oral agreements relating to such an acquisition are by statute unenforceable’. For all that he has failed to bring about the commercial end-result that he most desired in and about the summer and autumn of 2023 (the acquisition of Barne Estate), Mr Magnier is – if I might respectfully observe – undoubtedly an experienced and sophisticated negotiator.

72. The facts here also reflect those in Shirley Engineering Ltd v. Irish Telecommunications Investments plc [1999] IEHC 204, where experienced parties, even without the exact words ‘subject to contract,’ were found to have understood that only a signed formal document would bind them.

73. In my assessment, all parties present at the meeting on 22 August 2023 appreciated that no concluded contract then existed. Even if that were wrong, the absence of consensus on all essential terms would still be fatal: Mespil Ltd v. Capaldi [1986] ILRM 373 reminds us that without a true meeting of minds, there is nothing to enforce.

74. The existence of the later exclusivity agreement underlines the point. As in Pretoria Energy Company (Chittering) Ltd v. Blankney Estates Ltd [2023] EWCA Civ 482, what might be termed a ‘lock-out’ arrangement is hard to reconcile with the notion that a substantive contract is already in place.

75. The Coolmore meeting was conducted in relaxed surroundings, around a kitchen table with televisions muted and staff in the background. None of those on the defendants’ side at that meeting had authority to commit Barne Estate Ltd. Phone calls were placed to Dr McCullough, not to the directors of Barne Estate Ltd.

76. Mr Magnier’s suggestion that he believed he was dealing directly with the owners is not supported when compared with the more consistent and precise accounts of Ms Thomson-Moore and Mr Stokes. Both were clear that the trust structure was mentioned that night, and I accept that evidence.

77. I also regard the ‘shifting sands’ in the plaintiffs’ own narrative, with adjustments made as conflicting material emerged, as diminishing the weight to be given to their version of events.

78. Coolmore’s treatment of other negotiations, and Mr Stokes’ later dealings with Mr Irwin on identical terms, confirm that an agreement ‘subject to written agreement’ is standard in their practice.

79. I accept that any handshake agreement was expressly qualified by the need for trustee consent. That caveat was communicated on the night. Its omission from some contemporaneous notes does not erase it; the actions taken the following day to obtain approval tend to confirm it.

80. The plaintiffs’ alternative suggestion – that no such approval was mentioned – is improbable in light of the general knowledge of the trust’s existence within the local market, as even their own witness, Mr Holohan, acknowledged.

81. The supposed precondition that the meeting would only occur if a deal was to be struck has been overstated. On the evidence, the meeting was arranged before such a notion was even raised.

82. In ordinary parlance, ‘doing a deal’ in such circumstances generally means reaching a ‘sale agreed’ position, still subject to contract, not an instantly binding oral contract, especially where those present have no authority to bind the vendor. The conduct of both sides after 22 August 2023, including continued negotiations and the later exclusivity arrangement, is consistent with that more limited understanding.

Events After 22 August 2023

83. For the reasons already set out earlier, I attach little weight to the plaintiffs’ reliance on the defendants’ internal use of words like ‘deal’ or ‘agreement’ to describe what happened on the evening of 22 August. In ordinary property transactions, such language typically denotes agreement in principle, akin to a ‘sale agreed’ stage, rather than a binding contract.

84. If the plaintiffs’ interpretation were correct, every vendor who used similar shorthand in private messages could find themselves unexpectedly bound before their solicitors had even completed the necessary formalities. Colloquial terminology does not, of itself, give rise to binding legal effect.

85. The more reliable guide to the character of any arrangement reached on 22 August 2023 lies in the parties’ immediate conduct, objectively assessed, before litigation was contemplated. On that basis, the contemporaneous behaviour of the plaintiffs indicates that they themselves did not regard a contract for the sale of land as having been concluded.

86. After the meeting of 22 August 2023 Mr Magnier promptly contacted Mr Casey to commence the usual conveyancing process, being the very same process that was followed in Coolmore’s other property dealings. There was no suggestion that this was an exceptional case. Had Mr Magnier believed a binding oral contract had already been struck, it would be surprising if he had not informed Mr Casey of this (remarkable) fact.

87. A sales advice note was issued to the plaintiffs by Savills, describing the arrangement as ‘Subject to Contract/Contract Denied’ and recording outstanding matters for agreement (Agreed Book of Core Documents, p.724). No objection was raised. Mr Fitzpatrick of Smithwicks Solicitors understood there to be no binding agreement; in his view, either side could still walk away (Day 6, pp.76, 79).

88. The plaintiffs’ own concerns about rival bidders are telling. They sought to guard against ‘anyone getting up [on their] inside’ (Agreed Book, tab 130), a worry that would make no sense if a binding contract was already in place. That concern grew when Mr Regan signalled his intention to bid on 29 August. Mr Magnier went directly to Barne Estate and thereafter sought an exclusivity agreement, behaviour wholly inconsistent with an already concluded deal (Day 3, p.96). Mr Casey’s WhatsApp message to Mr Fitzpatrick the same day, asking whether Barne’s lawyers had confirmed they were ‘the successful bidders’, reinforces this (Agreed Book, p.779).

89. The only actual agreements that emerged in this saga were the exclusivity agreement and a tillage licence. Both documents assume that there was no existing binding sale contract, and none of the plaintiffs or their employees appear to have objected to that omission at the time. Thus, the recitals to the Exclusivity Agreement, drafted by the solicitors acting for the plaintiffs, entered into between Barne Estate Limited (the owner and vendor of Barne Estate) and Mr Joseph Fitzpatrick Solicitor, “in trust for the nominee of Coolmore and Associated Farms”,2 and dated 31 August 2023 (again, nine days after the meeting at Coolmore House) read as follows:

“(1) The parties intend to enter into discussions on the potential acquisition by Coolmore of the property known as the Barne Estate for a sum of €15,000,000 which property has been offered for sale through Savills and REA Stokes and Quirke Estate Agents (the ‘Property’).

(2) The parties, for their mutual benefit, wish to enter pre-contract discussions concerning title, planning and other ancillary information and wish further to exchange certain information of a confidential nature and wish to engage exclusively with each other to conclude the sale of the [P]roperty at the earliest possible stage whereby Coolmore shall be provided with good marketable title.”

2 Though Coolmore and Associated Farms are named in the Exclusivity Agreement as a party thereto and signed by

Mr Fitzpatrick, a solicitor acting for the plaintiffs, as a trustee for same, there is no legal entity known as ‘Coolmore

and Associated Farms’. The phrase falls most properly to be treated as the business operated by Mr Magnier from Coolmore Stud and headquartered in Fethard, County Tipperary.

90. This is text which was never objected to when it was agreed, and cannot reasonably be aligned with the central case that the plaintiffs now make, viz. that there was a concluded land-sale agreement in place on and from the evening of 22 August 2023 (or, alternatively from 23 August 2023 when trustee approval was obtained – notwithstanding that that approval issued ‘subject to contract/contract denied’).

91. The recitals to the Tillage Agreement of 31 August 2023 (drafted by Gartlan Furey, the solicitors for Barne Estate Limited, here acting as licensor) and entered into by the same parties (with Mr Fitzpatrick signing in the same capacity for the licensee) make for similar reading, stating:

‘1.1. The Licensor is the owner of the lands described in the First Schedule hereto (‘the Property” [Barne Estate]).

1.2 The Licensor and the Licensee have entered into discussions on the potential acquisition by the Licensee of the Property for a sum of €15,000,000 which property has been offered for sale through Savills and REA Stokes and Quirke Estate Agents.

1.3 The Licensor has agreed to facilitate the Licensee by permitting them to enter upon the lands detailed in the Second Schedule hereto (“the Tillage Lands” [a portion of Barne Estate]) for tillage purposes but subject always to the conditions hereinafter set forth.’

92. Again, this is text which was never objected to when it was agreed (nine days after the meeting at Coolmore House), and, on no sensible reading, can be aligned with the case that the plaintiffs now make.

93. On the defendants’ side, there is no indication that they thought themselves bound by the alleged binding agreements of 22 August 2023. Mr Stokes messaged Dr McCullough on the night of 22 August that he was pleased to have got the ‘deal’ done (Agreed Book, p.478), but his evidence and that of Mr Butler from Savills was that such expressions meant the main terms were aligned but subject to contract, as in any property transaction (Day 14, p.17).

94. Mr Stokes’ notes expressly record that any agreement was conditional on trustee approval (Agreed Book, p.512). When Mr Stokes told Mr Butler (Savills) the next day that another viewing might still proceed, he later that day clarified that the would-be purchaser would need to exceed Coolmore’s offer, this was consistent with the absence of any concluded bargain (Agreed Book, p.565).

95. In his email of 23 August to the Thomson-Moores, Mr Stokes summarised ‘the deal’ with Coolmore but marked it ‘subject to contract/contract denied’ and said it could proceed once the trustees had been spoken with. The plaintiffs argue that this wording differs from ‘subject to trustee approval,’ but the sense is the same: further assent was required before the deal could progress. The caretaker agreement was also unresolved (Agreed Book, p.598).

96. That same day, Mr Thomson-Moore emailed the trustees describing the ‘offer received’ as ‘subject to contract/contract denied’ and ‘subject to trustee approval – language that (notably) mirrors the defence now advanced, at a time when dispute was not even in contemplation (Agreed Book, p.599).

97. A board meeting of Barne Estate Limited took place by telephone on 23 August. The directors with authority to bind the company – Mr Newman and Ms Mansell – approved the offer on the terms of Mr Thomson-Moore’s email, including the ‘subject to contract/contract denied’ qualification. Both recalled this meeting and the reasons for its telephone format. The board minutes, later prepared from that email and signed in December 2023, reflect that understanding.

98. A Sales Advice Note recorded the holdover of farm buildings and caretaker’s agreement as matters still to be agreed and was marked ‘Subject to Contract/Contract Denied’ (Agreed Book, p.727).

99. While adding ‘subject to contract’ after a binding agreement will not undo it, the evidence here is consistent from the outset: no such contract was ever made.

100.The plaintiffs were aware that the exclusivity agreement was only an agreement to agree. Mr Magnier initially claimed not to have reviewed it but was then shown to have marked up the draft, even writing ‘P[lea]se observe strictly, i.e. Regan et al’ beside the confidentiality clause. Despite its brevity (about 1¼ pages), Mr Magnier maintained that he would have done a ‘speed read’ of it. As against this notion, his own counsel had described him as ‘a precise and careful man’ (Day 15, p.129) (albeit that this is not evidence), and Mr Magnier’s actual conduct here (involved to the extent that he marked up the text) supports that description.

101. Mr Fitzpatrick’s evidence about whether Mr Casey had been blind-copied on the draft exclusivity agreement seemed uncertain until, under cross-examination, he confirmed that he had (Day 6, p.71). Mr Fitzpatrick also suggested the exclusivity agreement was his idea, though Mr Magnier appeared in his evidence to suggest that it was his. In any event, the plaintiffs signed it in the form presented, and its terms are consistent with there being no existing land-sale contract.

102. This understanding is also reflected in contemporaneous legal advice received by the defendants. Thus, Mr McCague, a solicitor with Arthur Cox, advised that the exclusivity agreement gave one month to sign a contract, after which the vendor could deal with others (Agreed Book p.850). He assumed the vendor’s solicitors would act quickly, given the goodwill expressed. This was accurate advice and shows awareness that no binding contract yet existed.

103. Mr Magnier’s evidence about Mr McCague’s involvement shifted under questioning – from denying having received Mr McCague’s advice, to questioning whether he had all the facts, to acknowledging that he had asked for Mr McCague to be briefed. Mr Holohan, who was present at the meeting of 22 August 2023, was one of those who provided the briefing.

104. On 7 September, further legal advice was sought from Mr O’Rourke, another solicitor with Arthur Cox, following which Mr Irwin reported that access to the land and a signature from “independent directors” might strengthen their position, but that a contract was still needed. That same day, Coolmore took steps possibly aimed at establishing part performance, including entering the land.

105. Negotiations over conveyancing terms continued until discussions between Barne and Coolmore ceased, including discussions as to the caretaker agreement. Such ongoing negotiation is thoroughly incompatible with the notion of a concluded land-sale agreement having been arrived at on 22 August 2023.

106. Taken as a whole, the post-22 August 2023 evidence, both documentary and oral, confirms that there was no finalised contract for the sale of Barne Estate agreed on that date. (Nor did it come into effect the following day for the reasons already stated.) The objective contemporary understanding of all parties was that further steps, approvals, and formal documentation were required before any binding legal relations would arise.

Agreement on Material Terms?

107. For a contract to be complete, the parties must agree not only on the essential elements required for enforceability but also on all terms they themselves regarded as material. As noted in Biehler, Equity & The Law of Trusts in Ireland (7th ed., 2020, pp. 797–798), the critical inquiry is whether everything the parties intended to include in the bargain has been addressed. This category of ‘material terms’ goes beyond legal essentials and covers any element the parties themselves expected to negotiate. The unresolved caretaker arrangement, access/licence terms, and precompletion farming arrangements exemplify matters the parties themselves treated as material.

108.Where a matter has been left over for the parties’ own determination, courts are slow to infer agreement: see Mackie v. Wilde (No. 2) [1998] 2 IR 578. A term may sometimes be implied if there is a clear mechanism for resolving the uncertainty but where the only way forward is further agreement between the parties, the arrangement is not complete.

109. The Court of Appeal in Globe Entertainment Limited & Anor v. Pub Pool Limited & Ors [2016] IECA 272, para.41, citing earlier authority, described a complete contract as ‘one in which all the material terms have been agreed’.

110. Here, the contemporaneous sales advice note prepared by Savills (Agreed Book, p.724) provides a reliable snapshot of the outstanding matters as of August 2023. It identified the terms of a caretaker’s agreement, the holdover of farm buildings, and the use of the grain store as still requiring agreement:

‘· Caretaker’s agreement in favour of Mr & Mrs Richard Thomson-Moore in relation to Barne House to be arranged, with terms to be confirmed.

· The vendor will retain a holdover of the farm buildings at Barne and the grain store at Monkstown, with the terms to be confirmed.’

111. This document, circulated without dispute at the time, is corroborated by emails exchanged on 24 August between IQ EQ, the beneficiaries, and Savills on draft heads of terms (Agreed Book, p.686).

112. The evidence shows why these outstanding matters were not trivial. The Thomson-Moores wished to remain in the property for a period after completion while arranging a permanent move to Australia. They also sought to hold an auction of the Barne House contents in May 2024.

113. Therefore, the caretaker agreement was especially significant: its duration, the scope of occupation, and the precise areas to be covered were never fixed. Ms Mullin, a solicitor and partner with Gartlan Furey, said changes were still being proposed around mid-September and correspondence shows that negotiations continued into October 2023. An email of 10 October from Mr Irwin, of Coolmore, illustrates this ongoing dialogue, urging that the terms be ‘more even’ or dealt with as a separate negotiation after contract signing. No final agreement was ever reached on this issue.

114. In her oral evidence, which I found to be careful and credible, Ms Mullin confirmed that under the standard Law Society contract, the default is vacant possession. Without an agreed caretaker arrangement before signing, the vendor would be obliged to provide vacant possession on closing, a position the beneficiaries would not accept. She was clear: no caretaker agreement was ever concluded (Day 13, pp.131–132).

115. Another unresolved matter was the identity of the purchasers. Although there was a handshake with Mr Magnier on 22 August, the actual buying parties were only identified on 11 September 2023 (Agreed Book, p.916).

116. Taken together, these facts show that on 22 August 2023, not only were important commercial terms incomplete, but some of them, by the parties’ own understanding, had yet to be negotiated at all.

The Alleged Option Agreement

117. There was never any concluded agreement regarding a ‘company option, i.e. an arrangement whereby Barne Estate Ltd itself might be purchased rather than the land directly. The plaintiffs’ account of such an arrangement arising from the 22 August 2023 meeting is unsupported by contemporaneous documentation, lacks any specific communicated terms as to consideration, and is at odds with the events of the month that followed.

118. According to the defendants’ witnesses, any suggestion of a company option (i.e. the purchase of the shares of Barne Estate Limited) was firmly rejected by Mr Magnier on 22 August 2023. The first time the idea appears in the written record is in an email of 27 September 2023, at a point by which the exclusivity period was already nearing expiry.

119. Even taking the plaintiffs’ evidence at its height, the most that can be said is that after the handshake over the land, Mr Magnier brought up keeping the company route ‘open’. There is no evidence this was accepted or that any commercial detail (e.g., price, liabilities, or time frame) was discussed. Mr Irwin acknowledged that company liabilities would have had to be factored into the price, yet there is no trace of such negotiations.

120. The contemporaneous record makes clear that neither Mr Stokes nor the Thomson-Moores believed any option agreement existed. Mr Magnier himself accepted in evidence that at one stage he indicated he was not interested in the company. The exchanges cited by the plaintiffs on this topic are vague, inconsistent, and fail to disclose a meeting of minds of the kind described in Mespil Ltd v. Capaldi [1986] ILRM 373, 376-377.

121. When asked in evidence, Mr Magnier himself gave varying accounts as to the scope and substance of his offer: stating that the offer was for the land; suggesting it was ‘for the land or the company’. (Day 2, pp.69-73). This contrasts with the consistent recollection of the defendants’ witnesses present at Coolmore House that the company was only mentioned in the limited context of its machinery, and that Mr Magnier’s stance was one of disinterest. There was also inconsistency between Mr Magnier’s own account of raising the matter as the visitors were leaving, and the evidence of Mrs Magnier and Mr Holohan as to who accompanied whom to the door and what was said.

122. The documentary record aligns with the conclusion that there was no option agreement:

• Mr Stokes’ email of 23 August expressly excluded the company.

• Mr Thomson-Moore’s email the same day did likewise, using the ‘subject to contract/contract denied’ formula.

• The sales advice note recording the agreed heads of terms contains no mention of a company option.

• The first written reference to such an option is the 27 September email from Smithwicks to Gartlan Furey.

• Neither Mr Fitzpatrick nor Ms Mullin were aware of any such option until that same 27 September communication.

123. Further, after 24 August 2023, no representative of Mr Magnier sought further company information, despite regular requests beforehand. Mr Butler’s evidence, supported by a contemporaneous note and a confirmatory email to IQ EQ [Agreed Book p.677], was that, on 24 August, Mr Gleeson of Coolmore told him the accounts were no longer required. I was not persuaded by Mr Gleeson’s explanation of a supposed ‘dropped call’, and it is inconsistent with his prior pattern of enquiry.

124. The offer of €15 million was said by Mr Magnier to be for the land or the company, but the latter carried significant liabilities. No evidence was led of any discussion as to how these liabilities would be determined or priced into an option. Mr Irwin’s view that the option price would be €15 million less liabilities has no foundation in anything discussed on 22 August or in any contemporaneous record. No duration for such an option was agreed, nor were any other terms settled.

125. I am satisfied that no meeting of minds occurred in relation to any company option. The consistent position of the defendants’ witnesses, the absence of contemporaneous corroboration, the lack of negotiation on any material term, and the contradictions in Mr Magnier’s own account all lead to the conclusion that no such agreement existed. Even on the plaintiffs’ version, the reference to ‘keeping the option open’ occurred after the handshake on the land and in circumstances where Mr Magnier had himself given the impression he was not interested in acquiring the company. I therefore accept Mr Stokes’ account on this issue.

126. For completeness, even if some form of outline option had been agreed on 22 August 2023, I would have found it legally ineffective for want of certainty on essential terms. Irish contract law requires that such an agreement would be sufficiently definite to be enforceable, including as to price and the mechanism for exercise. The plaintiffs have not identified any agreed price, formula, or timetable. Nor have they pointed to a concluded mechanism for execution of the alleged option. On the evidence, these were neither discussed in detail nor resolved. Any alleged option would therefore be void for uncertainty, as recognised in authorities such as Walford v. Miles [1992] 2 AC 128 and Triatic Ltd v. Cork County Council [2006] IEHC 111, [2007] 3 IR 57. This is a further and independent reason why the plaintiffs’ option claim cannot succeed.

No Party Present Had Authority to Bind Barne Estate Limited on 22 August 2023

127.The plaintiffs maintain that Mr Thomson-Moore possessed authority to conclude the alleged land-sale and option agreements on 22 August 2023. Their case is that he was a long-standing estate manager for the trust, an employee of Barne Estate Limited, and, through implied or ostensible authority, empowered to commit the defendants to a binding contract. They rely on his extensive role in the day-to-day running of the estate, the absence of apparent oversight, and the conduct of others present (particularly Mr Stokes) as conveying that authority. They also contend that the trustees’ habit of aligning with certain beneficiary wishes, the absence of any substantive challenge to the alleged deal, and the subsequent engagement of solicitors together amounted to acquiescence. In the alternative, they suggest ostensible authority arose from representations made at the meeting.

128. The burden rests with the plaintiffs to prove actual or ostensible authority. I find that they have not discharged it.

129. The plaintiffs’ position on authority has shifted repeatedly. At different points they have alleged estoppel, express authority, implied authority, ostensible authority, ratification, and warranty of authority. These changing formulations appear less the development of a coherent case than a series of unsuccessful attempts to locate a viable legal footing once earlier accounts were undermined by objective facts – most notably the inability to sustain the original claim that trustee approval was given on the night of 22 August 2023.

130. Contemporaneous documents and affidavits filed in the High Court make clear that the plaintiffs themselves understood trustee approval to be required. Whatever the precise words used on the evening, the plaintiffs’ early characterisation of events shows they appreciated that limitation. That awareness cannot now be unwound by later reinterpretation.

131. The fact that the trustees often consulted with the beneficiaries and sometimes followed their views does not equate to beneficiaries having authority. The evidence shows numerous occasions where the trustees did not agree with those views. The pattern here is not at all consistent with dominion of the trust by the beneficiaries.

132. Both Irish and Jersey law have been invoked. The principal in this context is a Jersey company, and the question of actual authority falls to be determined by Jersey law governing the internal principal–agent relationship. The foreign-law evidence before me is that under Jersey company law, the business of a company is managed by its directors, who alone have the power to bind the company or appoint agents. There is no record of the directors delegating to Mr Thomson-Moore the authority to sell the company’s principal asset or to conclude contracts of the kind alleged.

133. The plaintiffs led no expert evidence in corporate or agency law to contradict Mr Felton’s opinion that, under Jersey law, no such delegation occurred. The trust-law opinion of Mr Le Poidevin does not fill that gap; the ‘effective delegation’ concept referred to in Nautilus Trustee Ltd v. Zedra Trustees (Jersey) Ltd [2016] JRC 223 was not applied in that case and does not arise here.

134. The minutes of the board from February to November 2023 show that major decisions – including the appointment of agents, acceptance of offers, and execution of the exclusivity agreement – were taken, sometimes in opposition to beneficiaries’ preferences. An example from

30 August 2023 illustrates the point: Mr Thomson-Moore allowed Coolmore representatives onto the land, but the trustees directed their departure pending a licence agreement.

135. From late August through October 2023, there were sharp differences between Mr Newman and Ms Mansell and the beneficiaries over whether to entertain offers from Mr Regan. Fractious meetings culminated in the trustees conforming with their contractual commitments. That dynamic is incompatible with the plaintiffs’ portrayal of the beneficiaries as controlling the decisionmakers.

136.The specific instances cited by the plaintiffs as showing authority do not withstand scrutiny:

• Bank account held in Mr Thomson-Moore’s name. This was done for continuity purposes when his late father was fatally ill.

• Residency. This was permitted under an express trust power allowing a beneficiary to occupy trust property.

• Back-to-back loan. This was a liquidity solution which Mr Le Poidevin considered to be permissible.

• Decision to sell. This was ultimately taken by the trustees despite prolonged beneficiary opposition on strategic grounds.

• Irish High Court order. The Jersey ‘firewall’ prevented the Irish order from binding the trust. The decision not to seek Jersey approval (known in Jersey as a ‘blessing’) was taken after obtaining legal and tax advice.

• Tenancy for Jane Thomson-Moore. This was agreed at market rent and approved by the board, contrary to the beneficiaries’ preference that the rent should be set at a nominal level.

• Comments regarding Ms Pritchard. Ms Pritchard had no decision-making role.

137. On the evidence, the management of the estate was operationally delegated to Mr Thomson- Moore as estate manager. However, strategic and corporate decisions, including any sale of the estate or the company, remained with the board of Barne Estate Limited. The plaintiffs’ argument amounts to a conflation of day-to-day operational discretion with the authority to commit the company to transactions of the magnitude alleged.

138. I conclude that neither Mr Thomson-Moore, Mr Stokes, nor any other person present on 22 August 2023 had authority to bind Barne Estate Limited in, or to a, contract.

139. I turn now to ostensible authority as a matter of Irish law, another form of the same key issue (authority).

140. The Irish courts have recently given detailed consideration to the principles governing ostensible authority. Kennedy J., in Claddagh Jewellers Limited v. Companies Act 2014 [2024] IEHC 319 at [51] et seq., endorsed the classic statement of principle in Freeman & Lockyer v. Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480 p.506, as adopted in Kett v. Shannon [1986] IESC 2 [1987] ILRM 364.

141. The first three of the four Freeman & Lockyer principles are central here:

1. A representation must have been made to the contractor that the agent had authority to enter into a contract of the relevant kind on behalf of the company.

2. That representation must have been made by a person or persons with actual authority to manage the company’s business, either generally or in relation to matters of the relevant kind.

3. The contractor must have been induced by that representation to enter into the contract – in other words, they must in fact have relied on it.

142. Such a representation may be made by words or by conduct. A common form of representation is permitting the agent to act in dealings with third parties in a way that suggests they have the usual authority of someone in their position. Crucially, an agent cannot create ostensible authority by their own assertion.

143. The UK Supreme Court in Philipp v. Barclays Bank UK plc [2023] UKSC 25, para.[86] has reinforced that reliance on such a representation must also be reasonable. A third party with reason to doubt the agent’s authority cannot rely on the doctrine without first making the inquiries a reasonable person would make.

144. Many of the indicators of ostensible authority identified by the plaintiffs were matters they only discovered in disclosure. The English High Court, in Marme Inversiones 2007 SL v. NatWest Markets plc [2019] EWHC 366 (Comm), para.[429], criticised precisely this type of case-building: ostensible authority depends on the claimant’s contemporaneous understanding, not on internal documents later uncovered through discovery.

145. No representation from the principal is established on the evidence before me. The plaintiffs identify no communication from Barne Estate Limited’s directors to Mr Magnier prior to 22 August 2023. Mr Magnier accepted he knew of the trustees’ existence but little else, and at one point believed that Mr Thomson-Moore owned the land (Day 4, p.63).

146. There is no evidence that Barne Estate Limited took any step to position Mr Thomson- Moore in a way that would lead outsiders to believe he could conclude a binding contract. The company had appointed selling agents. There was no prior course of dealings between the parties that might have fostered an atypical understanding about the beneficiaries’ authority. Again, most of the alleged indicia come from post-facto discovery and are inconsistent with the approach in Marme Inversiones.

147. Reliance here is also unreasonable. Mr Magnier knew there was a trust (he obviously did as he knew of the existence of trustees), yet he made no enquiry about its implications. As Philipp makes clear, such reliance cannot be sustained where obvious questions go unasked. The same reasoning undermines any broader estoppel argument.

148. Turning to Mr Stokes, the estate agent: his role carries no inherent authority to bind a principal. The sales brochure expressly restricted his ability to make representations or warranties about the property. His proper functions were to solicit interest, negotiate on a ‘Subject to Contract’ basis, and relay offers to the principal. No evidence exists of any broader authority conferred by Barne Estate Limited. Coolmore’s long history of land acquisitions means it knew – or must be taken to have known – that estate agents cannot bind their principals unless given that authority (which was not given here). Even if a representation were found (and none is), Philipp again raises the issue of whether reliance would be reasonable.

Rebuttal of Plaintiffs’ Key Points

149. Without diluting the above analysis, it is useful to distil and address, point by point, the plaintiffs’ assertions on ostensible (and overlapping implied) authority.

150. First, as to the point that adequate authority existed regardless of estoppel or ratification. This fails. The plaintiffs bear the burden of proof. No express or implied delegation from Barne Estate Limited’s directors to Mr Thomson-Moore is shown, as Jersey law requires.

151. Second, as to the point that Mr Thomson-Moore was an agent. This fails. Mr Thomson Moore’s role as estate manager and employee involved day-to-day operations, not strategic or corporate transactions. No act of Barne Estate Limited vested him with power to sell the estate.

152. Third, as to the notion that Mr Thomson Moore’s authority was very extensive. This point also fails. The examples relied upon collapse on inspection: they are either routine management matters, trustee-approved decisions, or situations where trustees overruled beneficiaries.

153. Fourth, as to the contention as to implied authority by conduct or acquiescence. This likewise cannot succeed. There was no conduct from Barne Estate Limited amounting to acquiescence in any assumption of contractual power. The record shows consistent trustee oversight in strategic matters.

154. Fifth, as to authority to sell the estate, decision-making remained with the IQ EQ directors. In particular, Mr Stokes’s attendance at the meeting of 22 August 2023 is not evidence of representation; his authority was limited to the usual role of estate agent.

155. Sixth, as to authority to sell the company, trustee approval on 23 August 2023 was an independent board decision, not a formality. The trustees have disagreed with the beneficiaries on major matters both before and since.

156. Seventh, as to the issue of Irish versus Jersey law, actual authority is governed by Jersey law. There could be no authority absent a board delegation, which was not made.

157. Eighth, as to the conclusion of binding land-sale and option agreements, for the reasons already given, Mr Thomson-Moore had no authority – actual, implied, or ostensible – to bind Barne Estate Limited to either alleged agreement.

158. Ninth, as to ostensible authority arising from Mr Stokes’s conduct, as a selling agent without contractual authority, his conduct could not and did not constitute a representation by the principal. Handshakes or calls during a meeting where trustee approval is expressly referenced cannot bypass the need for board approval.

159. Tenth, as to the subsequent conduct of the defendants, the acts of instructing solicitors and continuing negotiations are consistent with ongoing discussions, not with a concluded contract. In any event, ostensible authority must be based on representations made before the alleged contract, not afterwards.

160. I should perhaps add that even if the plaintiffs had established that the parties reached what might be described as an informal or preliminary understanding on 22 August 2023, I would not have been satisfied that such understanding was legally enforceable. On the plaintiffs’ own case, any arrangement was expressly ‘subject to trustee approval’ and ‘subject to contract’. Under the well-established principles in Shirley Engineering Ltd v. Irish Telecommunications Investments plc [1999] IEHC 204 and related authorities, those qualifications prevent any binding obligation from arising until formal contracts are executed.

Ratification

161. The plaintiffs advance an alternative argument: that it is unnecessary to resolve whether Mr Thomson-Moore and Mr Stokes possessed actual authority on 22 August 2023, because, they contend, any agreements struck that evening were later affirmed by Mr Newman and Ms Mansell. They emphasise that both were directors of the first defendant and also directors of the corporate trustees of the Repus Trust.

162. They rely on the principle set out in Bowstead & Reynolds on Agency (23rd ed., Sweet & Maxwell, 2024, para. 2-047): that an act done without actual authority may be adopted by the principal through ratification, thereby giving it the same legal effect as if authority had existed from the outset, whether the person acted beyond their powers or without any at all.

163. As to Irish law, they cite Sheridan v. Higgins [1971] IR 291 (SC) and Brennan v. O’Connell [1980] IR 13 (SC) as authority for the proposition that ratification can validate a land sale contract made without authority, can satisfy the Statute of Frauds, and can be accomplished either expressly or by conduct.

164. The plaintiffs stress that once ratification is established, the existence (or absence) of original authority becomes irrelevant, since a principal may ratify the acts of someone who was never an agent at all. They argue express ratification occurred through an email of 23 August 2023 in which Mr Thomson-Moore summarised six bullet-point terms said to reflect the 22 August agreements, matching Mr Stokes’s note from that evening. They also highlight Mr Stokes’s next-morning email describing those terms as ‘the Deal agreed’ the night before, and point to Mr Newman’s reply that ‘the trustees are happy to accept the offer’ on those terms.

165. According to the plaintiffs, Mr Newman’s language – referring to ‘the trustees’ – amounts to ratification on behalf of both the company and the trust. They reject his later assertion that the wording was inadvertent, given his professional awareness of the separate capacities in which he acted.

166. In the alternative, they rely on a letter of 25th August 2023 from Savills to Mr Fitzpatrick enclosing a Sales Advice Note and referring to an ‘agreement reached’, which they say recorded ratification by the defendants.

167. The plaintiffs make a further alternative case on the basis of ratification by acquiescence: no challenge to the authority of Mr Thomson-Moore or Mr Stokes, they observe, was made until the Defence and Counterclaim.

168. They also point to testimony from Mr Newman and Ms Mansell describing the offer as ‘very compelling’, and a ‘very good opportunity’ etc., and acknowledging that they were pleased with it and intended to proceed. On this basis, the plaintiffs contend, any later denial of authority is implausible.

169.They reject the suggestion that ratification was confined to what was recorded in the 23 August board minute, which they contend to have been litigation-driven and unreliable. They consider the minutes of a meeting of 31 August to be the more dependable record, noting it states that ‘an offer had been accepted to sell the Property for EUR 15 million’ without any ‘subject to contract’ qualification and was prepared and signed much closer to the relevant events.

170. From this, they conclude that both express ratification and acquiescence occurred, making the question of original authority essentially academic.

171. I observe, however, that valid ratification presupposes the principal’s knowledge of the material facts. As Henchy J. explained in Brennan v. O’Connell [1980] IR 13, p.16, a principal must be made aware of all material facts on which a contract is founded before being bound by an unauthorised contract, so as to be able to make an informed decision to assent. The extent of the required information will vary with the circumstances.

172. Several points follow from the evidence. First, the ‘subject to contract’ nature of the plaintiffs’ proposal is clear from the contemporaneous documents. Second, the offer that the directors of Barne Estate Limited understood themselves to be considering is set out in Mr Thomson-Moore’s

23 August email headed ‘RE: Offer Received’, which referred to Mr Magnier’s ‘proposed offer, subject to contract/contract denied’ and expressly indicated that acceptance was subject to trustee approval. Third, Mr Newman and Ms Mansell then agreed to accept a subject-to-contract offer, a

decision involving no binding commitment. Fourth, Mr Newman’s reply was directed to accepting the terms in Mr Thomson-Moore’s email. Fifth, the minutes of the 23 August meeting confirm that acceptance was on a “subject to contract/contract denied” basis. I do not see that a delay in signing the minutes, or that they were drafted by someone who was not at the meeting, or that neither director recalled the minutes being signed somehow or in any way taints their reliability as minutes. The director who chaired the meeting was satisfied that they reflected what transpired at the meeting and signed them accordingly. There is nothing suspicious in that. Sixth, the sales advice note likewise recorded the alleged land agreement as ‘Subject to Contract/Contract Denied’, and subsequent solicitor correspondence proceeded on that basis. Seventh, by late August 2023, the trustees knew only what had been formally communicated to them and documented contemporaneously. Eighth, the suggestion that they ratified anything beyond those recorded terms is unconvincing; despite extensive discovery, the Plaintiffs have produced no evidence of same. Ninth, the weight of the contemporaneous record is, in my view, wholly inconsistent with the plaintiffs’ case on ratification.

173. I note in passing that all of the IQ EQ witnesses impressed me as competent and honest professionals.

174. For completeness, I should add that I would in any event have found that the plaintiffs’ case fails for want of proof that all material facts were known to the alleged ratifying parties at the time. As Henchy J in Brennan v. O’Connell [1980] IR 13, p.16, indicates, ratification requires that the principal have full knowledge of the material facts necessary to make an informed decision. The contemporaneous documents show that the trustees’ understanding of the proposal was confined to the terms set out in the email of 23 August 2023 and the board minutes of that date, both expressly recorded as ‘subject to contract.’ There is no evidence that they were aware of, or assented to, any broader or different arrangement. In the absence of that essential knowledge, ratification cannot be established, and the claim cannot succeed on this basis either.

Conditional Contract

175. The plaintiffs advance an alternative theory that what was agreed on 22 August 2023 amounted to a contract subject to a condition precedent, namely, trustee approval of the terms reached. Respectfully, that position is untenable both as a matter of legal principle and on the evidence. As Geoghegan J. explained in O’Connor v. Coady [2004] 3 IR 271, 284, ‘[n]ormally, a conditional contract will not mean a contract which comes into existence only upon fulfilment of the condition but rather a contract which can be enforced only upon fulfilment of the condition’. Such a framework cannot avoid the logically prior question of whether the participants on 22 August had authority to bind Barne Estate Limited in the first place. If no such authority existed (and I have found it not to exist), they could not bind the company to any contract, conditional or otherwise.

176. Even leaving that aside, the evidential record does not support the plaintiffs’ theory. The documents show that the so-called ‘deal’ was expressly accepted subject to contract. That formulation is incompatible with the notion of an already-formed conditional contract whose sole outstanding requirement was trustee approval.

177. I should perhaps add that even if I were wrong in my conclusion on authority (and I do not see that I am), the plaintiffs’ conditional contract theory would still fail. The express and repeated use of the ‘subject to contract/contract denied’ formula by both sides, starting immediately after

22 August and continuing through the exclusivity period, is wholly inconsistent with any intention to create a presently binding contract, whether conditional on trustee approval or otherwise. That formulation is not a mere recital; in commercial property dealings, it is a recognised and understood signal that no enforceable obligations are intended to arise until execution of a written contract.

Estoppel

178. The plaintiffs’ estoppel argument can be distilled into ten principal points. They are summarised below and addressed in turn.

179. First, applicable law. The plaintiffs say that Irish law governs the estoppel issue, as it governs the alleged agreements themselves. For present purposes, I will assume this to be correct.

180. Second, satisfied elements. The necessary elements for promissory estoppel were identified by Laffoy J. in The Barge Inn Ltd v. Quinn Hospitality Ireland Operations Ltd [2013] IEHC 387, para.68 and are respectfully adopted by me here.

181. The plaintiffs contend that all those requirements are met, viz:

• pre-existing legal relationship between the parties,

• unambiguous representation,

• reliance by the promisee,

• possible detriment,

• some element of unfairness and unconscionability, and

• defensive use,

with the remedy ultimately being a matter for the court.

182. This contention, if I may be forgiven a colloquialism, ‘fails from the start’. A key requirement is that the principal must act so as to lead the other party to believe the agent had authority. Here, no authorised officer of Barne Estate Limited made any representation to the plaintiffs; they did not even know the 22 August meeting was happening. I have also found that the plaintiffs were expressly told trustee approval was needed. That is incompatible with any claim of an unambiguous representation of authority, and in any event renders reliance unreasonable given the known trust structure and lack of engagement with the trustees.

183. Third, the fact that no pre-existing contract is required. Even with this, the plaintiffs’ case still fails for the reasons just given: there was no representation from the principal, there was express notice of the trust requirement, and there was a lack of authority among those present.

184. Fourth, as to representations of authority the plaintiffs point to alleged verbal and behavioural assurances that authorisation had been secured, including confirmation that agreement had been reached and no hint that further approval was necessary. However, the contemporary evidence shows otherwise. The trust requirement was mentioned on the night, and every formal communication thereafter was ‘subject to contract.’ No authorised officer made any representation to them. Viewed singly or together, these facts defeat the contention made.

185. Fifth, reliance and detriment. The plaintiffs say that they relied to their detriment by entering further agreements, spending money, and making commitments. Reliance here could not be reasonable in light of (i) the explicit trust requirement stated at the meeting, and (ii) the unbroken chain of “subject to contract” correspondence afterwards. Further, and not to be overlooked, I have already found that the alleged land-sale agreement and alleged option agreement never existed.

186. Sixth, defendant knowledge and related unconscionability. The plaintiffs assert that the defendants knew of their further reliant actions, stayed silent on the matter of authority, and used the situation presenting to attract higher offers. In fact, the authority point was raised immediately by noting the trust requirement, and ‘subject to contract’ was reiterated in all subsequent formal communications. As addressed elsewhere, there was no breach of the exclusivity agreement, no solicitation of higher offers during that period, and no obligation of good faith requiring a sale. There is simply nothing unconscionable in the defendants’ conduct.

187. Seventh, the plaintiffs observe that they are using estoppel defensively, not as a cause of action. I note this. However, this fact does not somehow remedy the deficiencies I have identified to present as regards their estoppel claim.

188. Eighth, estoppel as a bar to denying authority. The plaintiffs claim that estoppel blocks the defendants from denying authority. This only follows if the estoppel is made out and it has not been made out for the reasons already outlined.

189. Ninth, the plaintiffs raise the issue of estoppel by convention. The evidence is directly contrary to such an estoppel arising: the trustees did not know the meeting of 22 August 2023 was happening, they only learned of it the following day, and when informed of Mr Magnier’s offer they accepted it “subject to contract.” The plaintiffs also knew the property was held on trust, and I have found that the need for trustee approval was expressly mentioned at the meeting of 22 August.

190. Estoppel by convention requires a truly shared assumption between the parties at the material time. Here, there was no such shared understanding: the trustees did not know the meeting of 22 August 2023 was even occurring and could not, therefore, have participated in any common assumption as to authority or contract formation. Without that mutuality, the plaintiffs’ estoppelby-convention argument cannot succeed.

191. Tenth, the plaintiffs submit that the effect of the claimed estoppel is that whatever authority was required must be treated as having existed (making questions of actual authority irrelevant). This is legally unsound: a company cannot be estopped into a contract absent an authorised representation and absent ratification. The alleged conditional contract does not cure the lack of authority either.

192. The plaintiffs’ estoppel arguments rely on the presence of clear principal-led representation, reasonable reliance, and unfair conduct. But I have found the very opposite to present. Their estoppel claim therefore cannot succeed.

Warranty of Authority

193. The doctrine of warranty of authority is relatively simple. If someone, by words or conduct, represents that they have authority to act for another and a third party is induced to act on that basis, the person making the representation is liable for any resulting loss when the representation proves false. Loss must be proved, and where the agent only warranted authority to negotiate, damages may be confined to the third party’s wasted expenditure (see Bowstead & Reynolds, Art.105-106).

194. On the evidence, no warranty of authority was given at the meeting of 22 August 2023. Mr Magnier accepted in his oral testimony that there was no discussion on that night in which the Thomson-Moores or Mr Stokes warranted authority. As I have separately addressed, there is no evidence that any precondition to the meeting was communicated to the Thomson-Moores in advance, and both they and Mr Stokes testified that any agreement was in any event subject to (and stated to be subject to) trustee approval.

195. I should perhaps add that the negligent misstatement claim against the fourth defendant also fails. No actionable representation was made to the plaintiffs at the meeting of 22 August. Mr Magnier accepted there was ‘no such discussion’ and the contemporaneous record shows any supposed deal was expressly conditional on trustee approval and subject to contract, so no assumption of responsibility arose, and any reliance would in any event have been unreasonable.

Note or Memorandum in Writing

196. Section 51(1) of the Land and Conveyancing Law Reform Act 2009 provides, in substance, that no action shall be brought to enforce a contract for the sale or other disposition of land unless the agreement, or a memorandum of it, is in writing and signed by the person against whom the action is brought or their authorised agent. Subsection (2) preserves equitable doctrines such as part performance.

197. The requirement of s.51(1) presupposes the existence of a concluded oral contract; it does not itself create contractual obligations but operates as a rule of proof. Where, as I have found here, no oral contract was ever concluded, the section is not merely unsatisfied but not engaged. In the absence of an oral agreement, there is nothing to be recorded or made the subject of a memorandum for the purposes of s.51.

Alleged Part Performance

198. The doctrine of part performance cannot bring a contract into existence where none was made: Greenband Investments v. Bruton & Ors [2009] IEHC 6 (Clarke J., para. 11.1). Given my earlier finding that there was no alleged oral land-sale agreement or alleged option agreement concluded on 22 August 2023, part-performance of same does not arise.

199. For completeness, I should add that actions such as ploughing fields, paying a booking deposit, or offering employment are equally consistent with parties proceeding in anticipation of, but prior to, a binding land sale contract. To treat such preparatory measures as part performance would be to collapse the distinction between negotiation and obligation.

Breach of Exclusivity Agreement?

200. The exclusivity agreement was executed on 31 August 2023 and remained operative until close of business on 30 September 2023, save that its confidentiality provisions expired on 22 September.

201. The main body of the agreement comprises two relatively short clauses:

‘1. Exclusivity

1.1 Barne acknowledges and agrees that, until close of business on 30th September 2023, Barne will not, and will not permit any of its representatives to, directly or indirectly (a) solicit or encourage the initiation or submission of any expression of interest, inquiry, proposal or offer from any person or entity (other than Coolmore) relating to the acquisition of the Property or any part thereof; or (b)

participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information to, any person or entity (other than Coolmore, its advisors or Barne’s advisors) relating to or in connection with the Property; or (c) entertain, consider or accept any proposal or offer from any person or entity (other than Coolmore) relating to the Property.

2. Confidentiality

2.1 The parties undertake with each other that up to 22nd September 2023 to: (a) save as required by law hold the terms of any discussions and all correspondence relating thereto in confidence and not to disclose such terms or permit them to be made available to any party (other than the parties’ respective advisors on such terms which preserve confidentiality); and (b) keep confidential and not disclose to any party the fact that discussions or negotiations have taken place between the parties; and (c)

ensure that the information referred to in paragraphs (a) and (b) above is protected with all appropriate and sufficient security measures and a prudent and sufficient degree of care; and (d) no announcement concerning the transaction or any ancillary matter shall be made by Barne or Coolmore without the prior written consent of the other party hereto.’

202. As can be seen, the agreement did not require that a binding contract of sale be concluded during the exclusivity period. Nor did it prohibit internal discussion or the consideration of market circumstances.

203. Irish law does not recognise a general duty to negotiate in good faith. As explained in Walford v. Miles [1992] 2 AC 128, such a duty is unworkable in practice and an agreement to agree is without legal effect. That reasoning has been endorsed domestically by Laffoy J. in Triatic Ltd v.

Cork County Council [2007] 3 IR 57, [2006] IEHC 111. In Flynn v. Breccia [2017] IECA 74, Finlay Geoghegan J. confirmed that good faith obligations arise only in certain recognised categories, such as partnerships and insurance contracts, and this case is not of any such category.

204. As a matter of ordinary language and commercial context, ‘entertain’ and ‘consider’ in clause 1.1(c) connote some degree of active engagement with another proposal, such as inviting, evaluating, or progressing it, rather than mere receipt of information or internal awareness. Read in context with sub-paragraphs (a) and (b), it is directed to outward-facing conduct that might advance a competing transaction.

205. The plaintiffs allege multiple breaches of the exclusivity agreement. On the evidence I accept that these allegations are fundamentally misconceived. The offers made by Mr Regan during the exclusivity period were unsolicited. There was no step taken by Barne Estate Limited to solicit, encourage, negotiate, or accept them. Internal awareness of a third-party approach is an inevitable feature of commercial life and does not, without more, amount to entertaining or considering such an offer within the meaning of clause 1.1(c).

206. Even if I were to construe clause 1.1(c) broadly, so as to treat mere awareness of a competing bid, coupled with internal discussion, as potentially constituting ‘entertaining’ or ‘considering’ – and I do not see that it does – the plaintiffs’ case would still fail. The contemporaneous evidence shows no follow-up, no solicitation of further detail, no meetings or calls with the new bidder, and no communication indicating receptiveness. In other words, even on the plaintiffs’ own preferred construction, the factual matrix here would fall short of what clause 1.1(c) would proscribe if given a broad reading (broader than I consider it to merit).

207. Remarks attributed to the beneficiaries, including an alleged preference to allow the exclusivity period to lapse, are not evidence of breach by Barne Estate Limited. Even if made, they were expressions of personal opinion by non-parties to the exclusivity agreement and are legally irrelevant unless acted upon by Barne Estate Limited as the contracting party – and the evidence does not establish on the balance of probabilities that the trustee company adopted or acted upon those views in any manner prohibited by clause 1.1.

208. The plaintiffs also rely on a phrase allegedly used in a Teams call about stalling that is claimed to indicate a deliberate strategy to delay completion in order to favour Mr Regan. The surrounding evidence does not bear this out. Legitimate pre-completion matters remained outstanding, and there is no proof of any prohibited engagement with Mr Regan during the exclusivity period. Delay, without more, is not proscribed by the exclusivity agreement.

209. Discussion within the trustee company about competing bids, potential litigation risks, and market conditions is neither surprising nor prohibited. Trustees would be remiss not to consider such matters. Similarly, informing Coolmore of the existence of other offers is not prohibited under the exclusivity agreement and would or could, in fact, serve a legitimate commercial purpose.

210. The suggestion that the acts or omissions of Barne Estate Limited encouraged Mr Regan to bid is speculative and unsupported by credible evidence. There is no proof of any communication capable of prompting such offers, still less of conduct amounting to procurement of a breach by any other defendant. And in the absence of a primary breach, the claim of inducement fails.

211. Accordingly, I find there was no breach of the exclusivity agreement. The contention that the sale would have completed within the exclusivity period but for the alleged breaches falls away once breach is not established. In the absence of breach, there is no basis for relief.

212. For completeness, I should perhaps add that if I am wrong in construing clause 1.1(c) as I do, and if entertaining could include passive receipt plus internal assessment, my findings above would still lead to the same conclusion. The evidence before me, both documentary and oral, demonstrates that any such internal assessment did not cross the line into conduct that clause 1.1(c), however broadly read, would forbid.

Conclusion

213. I identified in my opening paragraph the various reliefs sought by the plaintiffs.

214. In relation to the alleged contract for the sale of the lands, I have found that as of 22 August 2023: there was no mutual intention to create legal relations; material terms remained unsettled; and no person present had authority to bind the defendants to a concluded sale. Any putative agreement was at all times contingent upon trustee approval. The failure of the plaintiffs’ case on any one of these grounds would be fatal; I have found against them on all of these grounds.

215. For completeness, and in case I am wrong in any one of my primary findings, I would in any event dismiss the plaintiffs’ claim concerning the alleged land-sale agreement on the remaining findings.

216. As to the alleged option agreement, the plaintiffs have not shown that even an outline arrangement was reached on 22 August 2023. The contemporaneous records indicate the absence of any agreement in principle on essential terms, including price, and I am satisfied that there was no meeting of minds as any binding option agreement.

217. In reaching my conclusions, I have given particular weight to the reliability of contemporaneous documentary evidence over later, inconsistent accounts advanced by the plaintiffs. As mentioned, the plaintiffs’ narrative has shifted materially since their initial letter of claim and the swearing of entry affidavits by their principal witnesses. That evolution, particularly as regards what was said and by whom on 22 August 2023, undermines the reliability of the plaintiffs’ account and reinforces the weight I have placed on the contemporaneous documentary record.

218. For completeness, the declaratory relief sought under s.52 of the Act of 2009 requires an enforceable contract for the disposition of an interest in land. As I have found no concluded landsale contract, no question of a statutory trust or vesting arises under s.52, so that relief is refused.

219. For all of the reasons stated in this judgment, and on the basis of the facts as I have found them, the plaintiffs’ case must and does fail in its entirety. All reliefs sought are respectfully refused.

220. I will hear the parties as to costs.

Appendix

1. This Appendix is a part of my judgment.

2. What follows proceeds strictly in the alternative and on the footing – contrary to my primary findings – that an oral contract was made at the meeting of 22 August 2023.

3. For the avoidance of doubt: even if I had found that an oral agreement was concluded on the evening of 22 August 2023 (which did not occur) and that s. 51 of the Land and Conveyancing Law Reform Act 2009 was engaged (which did not occur), no note or memorandum in writing sufficient to satisfy s. 51 has been identified in these proceedings.

4. In their opening submissions, the plaintiffs identified legal principles germane to this issue. I respectfully adopt those principles as accurately stating the law and set them out below in abridged form:

i. A note or memorandum may come into existence inadvertently, without any intention to create such a document (alio intuitu): Murphy v. Harrington [1927] IR 339, p.342.

ii. It may consist of internal communications, including with a defendant’s solicitor (Smith-Bird v. Blower [1939] 2 All ER 406) or agent.

iii. It may be contained in a single document or in several documents read together:

Lavan v. Walsh [1964] IR 87.

iv. The courts have adopted a progressively liberal approach to whether multiple documents can when read together constitute a note or memorandum: McQuaid v. Lynam [1965] IR 564, p.570.

v. The actual names of the parties need not appear if they are sufficiently identified so that no real doubt arises as to their identity.

vi. The same applies to property, provided it is readily identifiable: Guardian Builders v. Kelly (Unreported, High Court, 31st March 1981, Costello J.); Bacon v. Kavanagh [1908] 42 ILTR 120. vii. The courts take a liberal view of what constitutes a signature. As early as 1920, it was accepted that a signature may be typewritten, lithographed or initialled, provided it authenticates the instrument as a whole: Halley v. O’Brien [1920] 1 IR 330, p.339; see also Kavanagh v. Walsh [2019] 1 IR 619, para. 28. viii. A company stamp has been held sufficient: Hudson v. O’Connor [1947] 1 Ir Jur Rep 21. ix. Modern English authority accepts that a typed name in an email may suffice:

Pereira Fernandes SA v. Mehta [2006] EWHC 813 (Ch); Lindsay v.

O’Loughnane [2012] BCC 153; Golden Ocean Group Ltd v. Salgaocar Mining Industries Pvt Ltd [2012] 3 All ER 842. There is no reason why Irish law would differ. x. An automatic email signature has been held sufficient: Neocleous v. Rees [2019] EWHC 2462 (Ch).. For my part, however, I do not consider that metadata, per se and without more (e.g. contrary agreement), amounts to a signature: metadata relates to software licensing and is automatically generated, rather than authenticating or being intended to authenticate the contents of the document. xi. WhatsApp messages may suffice if their authenticity is established – in particular, that the header identifying the sender has not been altered: Maxine Reid Roberts & Anor v. Hsiao Mei-Lin & Anor [2024] EWHC 759. The same reasoning applies in Irish law. xii. In the United States, text messages with a typed first name at the end have been held sufficient where used consistently for material terms: St John’s Holdings, LLC v. Two Electronics, LLC (2016) 24 LCR 654 (affirmed on appeal). Again, there is no reason for Irish law to differ. xiii. Digital signatures are expressly recognised in Ireland under the Electronic Commerce Act 2000.

xiv. The Interpretation Act 2005 provides that ‘writing’ includes words reproduced in visible form by any means, and information stored electronically or otherwise which can be reproduced in legible form.

xv. The label ‘subject to contract/contract denied’ will usually render a document insufficient to satisfy section 51, though each case depends on construction. As Keane J. held in Mulhall v. Haren [1981] IR 364, 386, the phrase is ordinarily inconsistent with a concluded contract. The principle has been reaffirmed in Boyle v. Lee [1992] 1 IR 555; Jodifern v. Fitzgerald [2000] 3 IR 321; and ACE Autobody Ltd v. Motorpark Ltd & Ors [2024] IECA 6.

5. Bringing those principles to bear, I make the following observations in respect of the various documents that the plaintiffs have sought to rely upon as comprising a note or memorandum in writing good for the purposes of s.51 of the Act of 2009. To avoid this appendix becoming unwieldy in scale, I have used the document UIDs by way of identification. This should suffice by way of reference. If the parties are uncertain as to which document is being referenced in any one instance, they should apprise the court and further detail can be provided.

Observations

1. JS- 00000352 JS-00000353 JS-00000354 JS-00000355 [Screenshots of notes made in the notes app on Mr John Stokes’ phone]

The document in question refers only to the parties, the price, and the property. Beyond the continuation of the screenshot, it makes no reference to any other document. The document does not bear the signature of any person authorised to sign on behalf of a party to a purported sale, nor does it contain any signature intended to authenticate its contents. Moreover, Mr Stokes does not possess authority to sign any note or memorandum for these purposes.

2. RSMF_770001 [Messages between Dr McCullough and Mr Stokes on 22 and 23 Aug 2023]

This document makes no reference to the price, the property, the parties, or to any provisions of the alleged agreement. It contains no reference to any other document. It is not signed by any person authorised to provide a signature in relation to a purported sale.

3. DOC_49400001 [Extract: Savills’ internal notes]

The document does not contain any reference to the price or to any provisions of the alleged agreement. It makes no reference to any other document said to exist at the time of its creation. Nor does it bear the signature of any person authorised to execute a document in relation to a purported sale. Contains exclusionary language.

4. SAV00000602 [Messages between James Butler and Josh Pim (Savills)]

The document refers to the parties, the price, and the property. It does not allude to any other document said to be in existence at the time of its creation. Further, it is not signed by any individual authorised to provide a signature in relation to a purported sale. Contains exclusionary language.

5. SAV00000157 (I MG_9321.jpg)

[Photograph taken Savills of handwritten note regarding Meeting]

The document makes reference to the parties, the price, and the property. It does not refer to any other document said to be in existence at the time of its creation. Nor does it bear the signature of any person authorised to sign in relation to a purported sale. In any event, the document is inconsistent with the existence of a concluded agreement. Contains exclusionary language.

6. DOC_3700001 ( 00004596_Offer Received.msg)

[Email from Mr Thomson- Moore to IQ EQ, Savills, and Mr Stokes titled ‘Offer Received’]

The document does not refer to any other document said to exist at the time of its creation. It also lacks the signature of any person authorised to execute a document in relation to a purported sale. Contains exclusionary language.

7. DOC_220001 (00022288_Re Barne Estate - .msg)

[Email from Mr Stokes to the Thomson-Moores and Savills]

The document is expressly stated to be ‘Subject to Contract/Contract Denied’. It makes no reference to any other document said to exist at the time of its creation. It is apparent that ‘Alex,’ ‘Anna,’ and ‘Richard’ possessed no authority to undertake or complete any purported sale. Moreover, Mr Stokes, acting in the capacity of estate agent, was not authorised to sign a note or memorandum for these purposes.

8. DOC_9940001 (00004599_Re_ Offer Received.msg)

[Emails sent by Mr Thomson Moore and Mr Newman]

The document contains express exclusionary wording in the terms: ‘Subject to Contract/Contract Denied.’ The absence of any concluded agreement is further apparent from the language employed by Mr Newman. The document also makes no reference to any other document said to be in existence at the time of its creation.

9. DOC_43210001 (00014099_RE_ Telephone Call.msg)

[Emails from Dr McCullough to Mr Newman and Mr Tandy]

The document contains no reference to the price, the property, or to any provision of the alleged agreement. It likewise makes no reference to any other document said to exist at the time of its creation, save for unspecified ‘emails’ which are not identified.

10. DOC_34330001 (00008166_Re_ Offer Received.msg)

[Email from Dr McCullough to undisclosed recipients]

The document contains the exclusionary wording: ‘Subject to Contract/Contract Denied.’ Apart from document (8), which forms part of the email thread, it makes no reference to the price or to any provision of the alleged agreement. It likewise makes no reference to any other document said to be in existence at the time of its creation.

11. DOC_9300001 (00003946_Re_ Barne Estate - Subject to Contract.msg)

The document makes no reference to the parties, the price, the property, or to any provision of the alleged agreement. Nor does it contain any reference to any other document said to exist at the time of its creation. Contains exclusionary language.

12. RSMF_480001 [WhatsApp messages between Mr Stokes and Mr Thomson-Moore]

The document makes no reference to any other document said to be in existence at the time of its creation. It does not identify the parties, the price, the property, or any provision of the alleged agreement. Nor does it disclose the authority pursuant to which the parties are said to be corresponding. Further, it bears no signature of any person authorised to sign in respect of a purported sale.

13. SAV00000591 [Savills’ internal chronology and attendance notes 22 August 2023-11 December 2023]

The document contains no reference to the price, the property, or to any provision of the alleged agreement. It bears no signature of any person authorised to sign in respect of a purported sale. Nor does it make reference to any other document said to exist at the time of its creation. Contains exclusionary language.

14. JS-00000019 [Email from Mr Stokes to Savills]

The document contains no reference either to the price or to any provision of the alleged agreement. It likewise makes no reference to any other document said to exist at the time of its creation.

15. RSMF_20001 [Message from Mr Thomson-Moore to Ms Thomson-Moore]

The document makes no reference to the authority under which the parties are said to be corresponding. It does not identify the price, the parties, the property, or any provision of the alleged agreement. Other than the draft Heads of Terms, it makes no reference to any other document said to be in existence at the time of its creation. Contains exclusionary language.

16. DOC_9720001 (00000434_Re_ Barne Estate.msg) DOC_10250001 [Emails regarding proposed Heads of Terms]

The document contains no reference to the price, or to any provision of the alleged agreement. Nor does it disclose the authority pursuant to which the parties are said to be corresponding.

17. DOC_11490001 (00000361_Re_ Barne Estate.msg)

[Ms Thomson-Moore’s reply to the above emails]

The document contains no reference to the price or to any provision of the alleged agreement. Apart from document (16), which forms part of the email thread, it makes no reference to the parties, the price, the property, or any provision of the alleged agreement. It does not disclose the authority under which the parties are said to be corresponding, nor does it refer to any other document said to be in existence at the time of its creation.

18. DOC_43280001 (00014126_RE_ Barne Estate.msg)

[Email from Mr Tandy to Savills, the Thomson- Moores, Mr Stokes and Mr Furey]

The mainstay of the document makes no reference to the property, the price, or to any provision of the alleged agreement. Contains exclusionary language.

19 JS-00000024 [Messages between Mr Stokes and Dr McCullough (Alex Thomson-Moore)]

The document makes no reference to the parties, the price, the property, or to any provision of the alleged agreement. It does not disclose the authority pursuant to which the parties are said to be corresponding. Nor is it signed by any person authorised to execute a note or memorandum.

20. DOC_10320001

The document contains no reference to the parties, the price, the property, or to any provision of the alleged agreement.

21. RSMF_1020001 [Message from Mr Stokes to Mr Butler (Savills)]

The document contains no reference to the parties, the price, the property, or to any provision of the alleged agreement. It does not disclose the authority under which the parties are said to be corresponding. Nor does it make reference to any other document said to exist at the time of its creation. Contains exclusionary language.

22. PRODMA429_0 67_0000085 and PRODMA429_0 67_0000086 [Savills write to Mr Casey of Coolmore enclosing a Sales Advice Note]

The document makes no reference to any other document said to exist at the time of its creation, apart from the attachment to the email. It is unsigned. Contains exclusionary language.

23. PRODMA429_0 67_00000 83 and PRODMA429_0 67_00000 84 [Savills write to Mr Fitzpatrick (Smitwick Solicitors) enclosing a Sales Advice Note]

The document makes no reference to any other document said to exist at the time of its creation, apart from the attachment to the email. It bears no signature. In any event, Mr Butler was not authorised to sign a note or memorandum. Contains exclusionary language.

24. DOC_10290001 (00005401_Re_ Barne Estate [GF- DOCS.FID24051 2].msg)

[Email from Mr Stokes to Mr Butler (Savills)]

The document contains no reference to the price or to any provision of the alleged agreement. It does not disclose the authority pursuant to which the parties are said to be corresponding. Furthermore, Mr Stokes was not authorised to sign a note or memorandum.

25. SAV00000068 [Internal Savills email regarding videoing of Barne]

The document contains no reference to the parties, the price, or to any provision of the alleged agreement. Nor does it refer to any other document said to be in existence at the time of its creation. It fails to disclose the authority under which the parties are said to be corresponding. Moreover, Mr Butler was not authorised to sign a note or memorandum.

26. RSMF_560001 [Messages between Mr Stokes and Dr McCullough]

The document makes no reference to the price or to any provision of the alleged agreement. It contains no reference to any other document said to be in existence at the time of its creation. It does not disclose the authority under which the parties are said to be corresponding. The document is unsigned. In any event, neither Mr Stokes nor Dr McCullough was authorised to sign a note or memorandum.

27. DOC_3390001 (00004563_RE _ Barne Estate sale - Information and Documents required to Finalise Contract [GF- DOCS.FID24051 2].msg)

[Email from Ms Mullin (Gartlan Furey) to the Thomson-Moores]

The document contains no reference to the parties, the price, or to any provision of the alleged agreement. It does not disclose the authority under which the parties are said to be corresponding. Nor does it make reference to any other document said to exist at the time of its creation. Contains exclusionary language.

28. DOC_11470001 (00000347_Re_ Barne Estate [GF- DOCS.FID24051 2].msg)

[Email from Ms Lillis (Gartlan Furey) to Ms Thomson-Moore]

The document contains no reference to the parties, the price, or to any provision of the alleged agreement. It does not disclose the authority pursuant to which the parties were corresponding. Nor does it refer to any other document said to be in existence at the time of its creation.

29. DOC_5989 [Email from IQ EQ to Walkers (BEL’s Jersey Lawyers)]

The document contains no reference to the parties, the price, or to any provision of the alleged agreement. Nor does it refer to any other document said to exist at the time of its creation. Contains exclusionary language.

30. DOC_22070001 and DOC_22080001 (Land Registry Compliant Maps - Barne Estate sale [GF- DOCS.FID24051 2].msg)

[Email from Gartlan Furey regarding Land Registry compliant maps]

The document contains no reference to the parties, the price, or to any provision of the alleged agreement. It does not disclose the authority under which the parties were corresponding. Nor does it make reference to any other document said to be in existence at the time of its creation.

31. DOC_3320001 (00004554_RE _ Barne Estate - Subject to Contract_Contract Denied.msg)

[Email from IQ EQ to Savills and IQ EQ colleagues]

The document makes no reference to the parties, the price, or to any provision of the alleged agreement. Nor does it refer to any other document said to be in existence at the time of its creation. Contains exclusionary language.

32. DOC_34640001 (00008830_Bar ne Estate - call note re counter offer.msg)

[Contemporaneous attendance note Mr Newman (IQ EQ) sent by email]

The document makes no reference to any other document said to be in existence at the time of its creation.

33. DOC_24550001 (Re_ Barne Estate(4329041. 1).msg)

[Email from Mr Stokes to Savills]

The document contains no reference to the price or to any provision of the alleged agreement. Nor does it make reference to any other document said to be in existence at the time of its creation. Contains exclusionary language.

34. PRODMA429_0 67_00001 58 and PRODMA429_0 67_00001 57 [Tillage Licence and Exclusivity Agreement]

The document contains no reference to the relevant parties or to any provision of the alleged agreement. Nor does it refer to any other document said to exist at the time of its creation. Contains exclusionary language.

35. DOC_45850001 (19062572.pdf)

[Board minutes of BEL regarding entry into Exclusivity Agreement and Tillage Licence]

The document contains no reference to the parties or to any provision of the alleged agreement. It makes no reference to any other document said to exist at the time of its creation. Contains exclusionary language.

36. DOC_45840001 (18984273.pdf) [Internal IQ EQ checklist completed for entry into Exclusivity Agreement and Tillage Licence]

The document expressly records, as the reason for entering into those agreements, the statement: ‘Approve an Exclusivity Agreement and Licence.’ It contains no reference to the price or to any provision of the alleged agreement.

37. RSMF_13 0001 [Messages between Mr Thomson Moore and Ms Thomson Moore]

The document makes no reference to the property, the price, or to any provision of the alleged agreement. It does not disclose the authority pursuant to which the parties were corresponding, nor does it refer to any other document said to be in existence at the time of its creation. The references to ‘stick’ and to ‘doing the right thing’ can only be understood as references to the defendants proceeding with their binding agreement with the plaintiffs. The document is unsigned.

38. SAV00000591 (Barne Notes - 101123.docx)

[Savills’ internal chronology and attendance notes]

The document contains no reference to any provision of the alleged agreement. Nor does it make reference to any other document said to be in existence at the time of its creation. It is unsigned.

39. DOC_34650001 (00008878_RE _ Repus Trust _ Barne Estate Limited (BEL).msg)

[Email from IQ EQ to HSBC regarding release of mortgage]

The document makes no reference to the parties, the price, or to any provision of the alleged agreement. It likewise contains no reference to any other document said to exist at the time of its creation. The document is unsigned. Contains exclusionary language.

40. SAV00000128 (RE: Press Enquiry)

[Internal Savills’ emails]

The document contains no reference to the parties, the price, or to any provision of the alleged agreement. Nor does it make reference to any other document said to be in existence at the time of its creation.

41. DOC_2420001 (00004429_RE _ Sale of Barne - Caretakers Agreement.msg)

[Email from KTA to IQ EQ]

The document contains no reference to the parties, to a price, or to any particulars or provisions of the alleged agreement. Nor does it make reference to any other document said to be in existence at the time of its creation.

42. SAV00000591 (Barne Notes - 101123.docx)

[Savills’ internal chronology and attendance records]

The document contains no reference to any provision of the alleged agreement. Nor does it make reference to any other document said to exist at the time of its creation. It is unsigned. Contains exclusionary language.

43. RSMF_0331 [Messages between Mr Stokes and Dr McCullough]

The document makes no reference to the property, the price, or to any provision of the alleged agreement. Nor does it refer to any other document said to be in existence at the time of its creation.

44. PRODMA429_0 67_00001 95 [Offer of employment from Coolmore to Mr O’Flaherty]

The document contains no reference to the parties, the property, the price, or to any provision of the alleged agreement. It does not disclose the authority under which the parties were corresponding, nor does it make reference to any other document said to be in existence at the time of its creation.

45. DOC_46410001 (19018656.msg)

[Email from IQ EQ to KTA regarding tax advice]

The document makes no reference to the parties, to a price, or to any provision of the alleged agreement. It does not refer to any other document said to exist at the time of its creation. Contains exclusionary language.

46. RSMF_0341 [Messages between Mr Stokes and Mr Newman]

The document contains no reference to the parties, the property, the price, or to any particulars or provisions of the alleged agreement. Nor does it make reference to any other document said to be in existence at the time of its creation. It is unsigned. Contains exclusionary language.

47. SAV00000591 (Barne Notes - 101123.docx)

[Savills’ internal chronology and attendance notes]

The document contains no reference to any provision of the alleged agreement. It makes no reference to any other document said to be in existence at the time of its creation. Contains exclusionary language.

48. RSMF_14 80001 [Messages exchanged between Mr Thomson-Moore and Ms Thomson-Moore]

The document contains no reference to the property, to a price, or to any provision of the alleged agreement. It does not disclose the authority under which the parties were corresponding. The document is unsigned. Contains exclusionary language.

49. DOC_2480001 (00004440_Rep us_Barne - Tax Compliance.msg )

[Email from IQ EQ to KTA]

The document makes no reference to the parties, the price, or to any provision of the alleged agreement. Nor does it refer to any other document said to exist at the time of its creation. Contains exclusionary language.

50. SAV00000591 (Barne Notes - 101123.docx)

[Savills’ internal chronology and attendance notes]

The document contains no reference to any provision of the alleged agreement. It makes no reference to any other document said to be in existence at the time of its creation. The document is unsigned. Contains exclusionary language.

51. SAV00000591 (Barne Notes - 101123.docx)

[Savills’ internal chronology and attendance notes]

The document contains no reference to any provision of the alleged agreement. Nor does it refer to any other document said to exist at the time of its creation. It is unsigned. Contains exclusionary language.

52. DOC_47130001 (19147253.msg)

[Email from IQ EQ to Thomson-Moores]

The document contains no reference to the parties, to a price, or to any provision of the alleged agreement. It is unsigned by any party competent to bind. Contains exclusionary language.

53. RSMF_40001 [Messages between Mr Thomson Moore and Ms Thomson Moore]

The document makes no reference to the property, to a price, or to any provision of the alleged agreement. Apart from the email which appears as screenshots within the text chain, it contains no reference to any other document said to exist at the time of its creation. It does not disclose the authority under which the parties were corresponding, and it bears no signatures.

54. RSMF_390001 [Messages between Mr Thomson-Moore and Ms Thomson-Moore]

The document contains no reference to the property, to a price, or to any provision of the alleged agreement. Apart from the texts which appear as screenshots within the text chain, it makes no reference to any other document said to be in existence at the time of its creation. It does not disclose the authority pursuant to which the parties were corresponding, and it is unsigned.

55. DOC_49400001 (Updated Redacted Documents from Savills.pdf)

[Savills’ internal chronology and attendance notes]

The document contains no reference to any provision of the alleged agreement. Nor does it refer to any other document said to be in existence at the time of its creation. It is unsigned.

56. DOC_47170001 (scan_prits_202 4-08-06- 14-39- 50.pdf)

[Minutes of an IQ EQ risk and compliance committee]

The document contains no reference to any provision of the alleged agreement, bar the €15m offer. Contains exclusionary language.

57. DOC_4978 23 August 2023

The document contains no reference to the property, to a price, or to any particulars or provisions of the alleged agreement. Nor does it make reference to any other document said to be in existence at the time of its creation. Contains exclusionary language.

58. Letter from John Shee & Co. LLP to Arthur Cox LLP dated 5 March 2025

The document contains no reference to the property, to a price, or to any particulars or provisions of the alleged agreement. Insofar as it purports to refer to document (1) above, that reference is to a contemporaneous note dated 23 August 2023, whereas document (1) is dated 4 October 2023.

6. Taken at their height and individually or collectively, the documents identified by the plaintiffs do not satisfy s.51 of the Act of 2009.