High Court: John Magnier’s claim in respect of Barne Estate ‘handshake agreement’ fails

About this case:

• Citation:
  [2025] IEHC 491
• Judgment:
  External link
• Court:
  High Court
• Judge:
  Mr Justice Max Barrett

Delivering judgment for the High Court, Mr Justice Max Barrett summarised: “In essence, the plaintiffs seek to hold the defendants to terms that, on the evidence, were never agreed, under contracts that were never made.”

Background

The plaintiffs sought reliefs in respect of oral agreements alleged to have been concluded by handshake at the third plaintiff’s kitchen table at Coolmore House on 22 August 2023 for the sale of the Barne Estate in Co Tipperary and in respect of an option to purchase the entire shareholding in the first defendant for €15 million.

The plaintiffs also sought relief in respect of an alleged breach of an exclusivity agreement concluded on 29 August 2023 as between the parties which inter alia prevented the solicitation of further enquiries or offers for the Barne Estate, in circumstances where the plaintiffs had been outbid by a Mr Regan.

The defendants denied that any oral agreements had been concluded and contended inter alia that there was no document meeting the requirements of s.51 of the Land and Conveyancing Law Reform Act 2009.

The High Court

Mr Justice Barrett observed “shifting sands” early in his judgment in respect of the plaintiffs’ accounts of the events central to the case, highlighting that those accounts had altered materially since the inception of the proceedings and that the changes were fundamental, unexplained and called into question the reliability of the accounts. 

In that regard, the judge explained: “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.”

Having had regard to the evidence and the relevant jurisprudence, the court was satisfied that the plaintiffs had not discharged the burden of proving that a binding sale agreement rose from the kitchen table meeting where there was no demonstrated consensus on all essential terms — the plaintiffs had been made aware that the lands were held in trust and no attempt was made to commit any arrangement to writing.

The court explained that several features of the case suggested an absence of intention to be bound at the kitchen table meeting, including that the asset concerned was high-value land which was held in trust through a corporate entity, that the vendor had appointed both professional agents and solicitors, that the discussion was informal in relaxed surroundings and key terms were left open, the matter had been explicitly referred to solicitors for progression, that early correspondence carried “subject to contract” notations, and that an exclusivity agreement was subsequently executed which itself described the stage as ‘pre-contract’.

Mr Justice Barrett accepted that any handshake agreement was expressly qualified by the need for trustee consent, a caveat communicated on the night and which was confirmed by actions taken the following day to obtain approval. 

The judge also observed that there was no evidence of even an “outline” option agreement having been struck and that the idea of such an option existing alongside a concluded land sale was equally unconvincing, rather “the continued discussion of an option pathway is characteristic of ongoing negotiation, not of contractual closure”.

In this regard, the court found that the existence of an option agreement arising from the 22 August 2023 meeting was unsupported by contemporaneous documentation, lacked certainty as to material terms such as the price and mechanism for exercise, and that the most that could be said was 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 Justice Barrett was further satisfied that the none of the parties in attendance from the defendants’ side had authority, ostensible or otherwise, to commit the first defendant vendor and rejected the plaintiff’s argument that express ratification had occurred on part of the principal or through acquiescence.

The judge further rejected the contention that what was agreed on 22 August 2023 amounted to a contract subject to a condition precedent, namely trustee approval of the terms reached, finding that position to be untenable as a matter of legal principle having regard to O’Connor v Coady [2004] 3 IR 271, and on the evidence. 

The court also found inter alia that the notion of a concluded contract being in place was inconsistent with the later execution of the exclusivity agreement, and that where no oral agreement for the sale of land had been formed, that the requirement under s.51 of the 2009 Act for a note or memorandum in relation to the sale of land was not merely unmet, rather it was not engaged.

The court confirmed that the only actual agreements that emerged in the “saga” were the exclusivity agreement and a tillage licence, with the wording of the documents evidencing those agreements assuming that there was no existing binding sale contract in respect of the Barne Estate.

Mr Justice Barrett expressed that the plaintiffs’ allegations of multiple breaches of the exclusivity agreement were “fundamentally misconceived” where the offers made by Mr Regan during the exclusivity period were unsolicited and where no steps had been taken to negotiate or accept them, noting that “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” and that the agreement did not prohibit internal discussion or the consideration of market circumstances.

Conclusion

Accordingly, the High Court dismissed the plaintiffs’ claim.

Wachman, Magnier and Magnier v Barne Estate Limited & Ors [2025] IEHC 491