High Court grants mandatory injunction compelling defendant to sign share purchase agreement despite objections.

[2026] IEHC 91

RECORD NUMBER 2009/4024S

THE HIGH COURT

BETWEEN

BRIAN MOLONEY

PLAINTIFF

AND

ANDREW SHEEHY

DEFENDANT

AND

BY WAY OF COUNTERCLAIM PURSUANT TO ORDER 21, RULE 10 OF THE

RULES OF SUPERIOR COURTS

ANDREW SHEEHY

PLAINTIFF TO COUNTERCLAIM

AND

NOEL TYNAN AND BRIAN MOLONEY

DEFENDANTS TO COUNTERCLAIM

JUDGMENT of Mr. Justice Michael Twomey delivered on the 17th day of February, 2026

INTRODUCTION

1. This was an urgent and rather hard-fought application which was heard over the course of a day on 13th February, 2026. At the hearing it became clear that it was in essence an application, by one party to this litigation (“Mr. Tynan”), for a mandatory injunction directing one of the other parties to this litigation (“Mr. Sheehy”) to execute a share purchase agreement (“SPA”). Under the terms of that SPA, Mr. Sheehy’s shares (and Mr. Tynan’s shares) in a Romanian company (“IDEEA”) are to be sold to a third party purchaser (“Global Vision”).

2. As IDEEA is the owner of a commercial property in Romania, the order being sought would have the effect of selling that property and as a result it would lead to the receipt, from Global Vision, of funds of between €11 and €12 million by Mr. Sheehy and Mr. Tynan, in their role as shareholders in IDEEA.

3. In this regard, Mr. Tynan owns 64.7% of the shares in IDEEA with Mr. Sheehy owning 32.3% of those shares (and the balance is held by smaller shareholders).

ANALYSIS

4. Mr. Tynan seeks this mandatory injunction as Mr. Sheehy is refusing to sign the SPA despite a court order dated 20 November 2025 which states: ‘Upon Notice of Motion filed on the 4th day of November 2025 coming before the Court on this day for hearing seeking the following reliefs:

1. An Order directing the sale of the office buildings commercially known as Neo City Towers I and II […] via the direct acquisition of 100% of the share capital of IDEEA construct design SRL […], in accordance with the offer made by global vision strategic development SRL on such terms as the court shall approve […] IT IS ORDERED that

1. The first relief sought hereby be granted pursuant to the draft share purchase agreement appended as an exhibit to the affidavit of Noel Tynan filed on the 4th day of November 2025.[…]

3. The solicitors for [Mr Sheehy] shall within four weeks of the date of this Order deliver an Issues Paper to the solicitors for [Mr Tynan] setting out such matters as [Mr Sheehy] believe to be outstanding in this action or the action entitled Promontoria (Aran) Ltd v. Andrew Sheehy bearing the High Court record number 2018 890 S’ (emphasis added)

5. It is relevant to note that this court order was issued with the consent of Mr. Sheehy and Mr. Tynan, and that Mr. Tynan’s lawyers and Mr. Sheehy’s lawyers were involved in the drafting of that Order.

6. It is also relevant to note that there are two sets of proceedings involving Mr. Sheehy and Mr. Tynan. The first set of proceedings is the one in which the order was made (Moloney v Sheehy, Record Number 2009/4024S) and the second set of proceedings is referenced in the Order (Promontoria v Sheehy, Record Number 2018/890S). In this judgment, they are referred to as the “Two Sets of Proceedings”.

7. Crucially, it seems that, due to an oversight on the part of Mr. Sheehy or his advisers, the draft of the SPA which was attached to Mr. Tynan’s affidavit, and which therefore constitutes part of the foregoing Order, contains clauses which Mr. Sheehy fears could be interpreted as meaning that he has settled his claims against Mr. Tynan in the Two Sets of Proceedings.

8. For example, one of the offending clauses in that draft SPA is Clause 5.8.1 which states that: ‘As soon as the Transaction Value (including for clarity, the Settlement Amount) is credited in full to the Sellers Bank Accounts […]and [Mr. Tynan] and [Mr. Sheehy] shall be deemed to have waived any and all claims against the Purchaser and [IDEEA], its current and former Directors and Shareholders, in relation to the Settlement Amount and payment thereof and of any other amounts resulting from any past or future disputes, litigations and/or settlements in relation to their shareholding in [IDEEA], [IDEEA’s], business and any shareholders loans and/or investments granted to [IDEEA], or in relation to its business and/or the Property.’ (emphasis added)

9. Thus, it can be seen that the Order in one part requires Mr. Sheehy to deliver an Issue Paper in relation to the Two Sets of Proceedings, yet in another part the Order requires the execution of an SPA, which Mr. Sheehy did not realise contained what he fears could be claimed to be a full and final settlement term concerning the Two Sets of Proceedings.

10. Because of this apparent contradiction, one can have sympathy with Mr. Sheehy’s position, since it seems clear that if Mr. Sheehy had realised that the SPA, attached to Mr. Tynan’s affidavit, had contained the offending clauses, he would not have consented to the Order. In this regard, Mr. Sheehy points out that a previous draft of the SPA did not contain the offending clauses. In his oral submissions, Mr. Sheehy’s counsel stated that: ‘Mr Sheehy did not believe that he was consenting to the draft SPA, he did believe he was consenting to the approval for sale. The order came out of the draft SPA, there were errors on my side in respect of that and they weren’t drawn to our attention until later’

11. From all of this, it seems clear that the approval by Mr. Sheehy of the draft of 4th November 2025 of the SPA, for the purposes of the court order, was done in error.

12. In light of the terms of the court order requiring him to sign the SPA, Mr. Sheehy sought legal advice from his own counsel regarding the legal position if he were to do so. His counsel has told this Court that he has advised Mr. Sheehy that if he signs the SPA with, inter alia, Clause 5.8.1 in its current form, then he cannot guarantee that the Two Sets of Proceedings will not thereby be settled.

13. This is the predicament Mr. Sheehy finds himself in and it is the background to Mr. Sheehy refusing to sign the SPA despite there being a court order, to which he consented, requiring the execution of that SPA.

14. While all of this explains why Mr. Sheehy has refused to sign the SPA, it does not justify, as a matter of law, Mr. Sheehy’s refusal to comply with a court order.

15. Put simply, if a person who is subject to a court order (particularly one, made with his consent) was entitled to ignore that court order because of a mistake on his part, the whole system of court orders would descend into chaos. In such a situation, no one would ever be able to rely on court orders for fear that one of the parties might claim that they had made a mistake in consenting to the court order.

16. Primacy must be given to compliance with court orders and if Mr. Sheehy wishes to argue at a later stage that there was a mistake on his part, and so no meeting of minds between the parties, regarding the offending terms in the SPA and therefore that those terms are not binding between Mr. Sheehy and Mr. Tynan inter se, he can do so. Indeed, it is to be noted that his solicitors’ letter to Mr. Tynan’s solicitors states that if he signs the SPA: ‘Our client will not be forced into signing an SPA containing these material changes; however any signature provided by our client will be without prejudice to his various claims set out in the draft Issue Paper including that our client is owed €823,667 and that your clients are responsible for our client’s tax losses as a result of your clients refusing to obtain tax advice in accordance with clause 4 of the Interim Terms of Settlement.’

17. However, despite his solicitors intimating that he might sign the SPA, he has not done so. Indeed, his counsel indicated that from the perspective of him being able to argue in court, at a subsequent date, that he was not bound by the offending clauses in the SPA, it would be preferable if Mr Sheehy was ordered by a court to sign the SPA, rather than him doing so voluntarily.

18. While this court has some sympathy for any litigant who consents to a court order on the basis of a mistake, what that person cannot do is effectively take the law into his own hands, by refusing to comply with that court order. That is the key issue in this case and is the basis for this Court’s decision to grant a mandatory injunction requiring Mr. Sheehy to comply with the court order, to which he consented, even if he did so, on the basis of a mistake (i.e. without appreciating that it contained terms which could be argued have the effect of settling the Two Sets of Proceedings).

19. There are a number of other ancillary points to be dealt with.

20. In refusing to sign the SPA Mr. Sheehy appeared to argue, albeit without any great force, that the court order does not in fact order him to sign the SPA. In this regard, it is true that the operative part of the court order does not explicitly state that Mr. Sheehy must sign the SPA However, on any reading of the operative part of the order in conjunction with the recitals, it is clearly implicit in that court order that Mr. Sheehy is required to sign the SPA. Thus, the actual terms of the court order is not a basis for him refusing to sign the SPA.

21. Mr. Sheehy also says that he is justified in not complying with the Order as he claims that there are material changes between the SPA, which was exhibited for the purpose of the court order, and the one which was presented to him for signature, namely some changes to the dates around the closing of the transaction.

22. In this regard, the SPA which was attached to the affidavit of Mr. Tynan was the draft which existed as of 4th November 2025. It is now 17 February 2026 and the SPA has still not been signed. For this reason, it is understandable, and indeed reasonable, that changes to the closing date and other consequent dates would be made to take account of the period of time which has elapsed since the draft of 4 November 2025 (and indeed to take account of the past delays and possible future delays in relation to the sale of the property, because of the breakdown in relations between Mr. Sheehy and Mr. Tynan).

23. Thus, in this Court’s view, the extension of the condition precedent date from one month to the date of 30 September 2026, and the extension of the long stop date to 31 December 2026 (from approx. 3 months to 11 months) are not material changes, such as to entitle Mr. Sheehy not to execute the SPA in accordance with the court order.

24. Indeed, these date changes are primarily for the benefit of the sellers (i.e. Mr. Sheehy and Mr. Tynan), since they permit, but do not require, more time for them to comply with the conditions precedent.

25. In addition, it is clear that these changes are not, in fact, material to Mr. Sheehy since he has stated that he is happy to sign the SPA, without any amendment of those dates, if Mr. Tynan acknowledges that the execution of the SPA by Mr. Sheehy will be without prejudice to Mr. Sheehy’s claims in the Two Sets of Proceedings (which acknowledgement, Mr. Tynan has refused to give).

26. It is to be noted that Mr. Tynan, in order to obtain an injunction, has given an undertaking as to damages in favour of Mr. Sheehy (should it turn out that the injunction should not have been granted).

CONCLUSION

27. Finally, as regards where lies the least risk of injustice, in deciding whether or not to grant an injunction, this is a very clear-cut case. This is because this is a case where there is a court order obliging Mr. Sheehy to sign the SPA. The rights and wrongs of the situation could not be clearer. The least risk of injustice is satisfied by Mr. Sheehy being required to comply with a court order (to which he consented) - by the grant of a mandatory injunction to that effect. Indeed, if this Court refused to grant the injunction requiring Mr. Sheehy to sign the SPA, this would amount to a clear injustice to Mr. Tynan, as well as bringing the legal system, and in particular compliance with court orders, into disrepute.

28. While one can feel sympathy for Mr. Sheehy insofar as he made a mistake in consenting to an order regarding a draft of the SPA with the offending clauses, the answer is not to refuse to comply with the court order. Rather it is to comply with the court order, albeit while claiming that his compliance is without prejudice to his claims pursuant to the Two Sets of Proceedings. In the circumstances, where this Court has found that Mr. Sheehy should have complied with the court order, this is also a clear case where costs should be awarded against Mr. Sheehy in favour of Mr. Tynan.