Billionaire businessman John Magnier has lost his case to buy the Barne Estate in Co Tipperary.
In an electronic judgment, High Court judge Mr Justice Max Barrett concluded a sale had not taken place between Mr Magnier and the owner of the Barne Estate, Richard Thomson-Moore.
Mr Justice Barrett said: “I am satisfied 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.”
The 751-acre estate was put up for sale in July 2023. Mr Magnier claimed he and Mr Thomson-Moore concluded a sale for €15 million on the evening of August 22nd, 2023, and that was a binding commitment.
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Mr Justice Barrett said he was satisfied that a sale had not taken place.
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In a 74-page judgment, Mr Justice Barrett stressed the onus was on the plaintiff, in this case Mr Magnier, to provide the evidence a sale had taken place.
Mr Magnier claimed the oral agreement he had reached during a kitchen-table meeting at Coolmore House on August 22nd, 2023, amounted to a sale. Mr Justice Barrett disagreed.
The judge said Mr Thomson-Moore, and agent John Stokes, did not have the legal authority to commit the Barne Estate to a sale as the decision ultimately rested with the trustees in Jersey, who were also the company directors.
“Nor did they [Thomson-Moore and Stokes] hold themselves out as having such authority. The company’s directors first learned of the meeting the following day,” the judge added.
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“If Mr Magnier’s hope was to conclude a binding deal, he was dealing with individuals who lacked authority to conclude such a deal.”
Mr Justice Barrett said he was satisfied Mr Thomson-Moore and Mr Stokes had informed Mr Magnier at the August 22nd meeting the deal was subject to trustee approval.
Mr Magnier believed when Mr Thomson-Moore, his wife Anna and the agent Mr Stokes had left the room, they had got approval from the trustees to conclude the sale.
The judge criticised the “shifting sands” in Mr Magnier’s narrative about his belief that the trustees had been informed.
There had been “adjustments made as conflicting material emerged”, the judge said.
“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.”
The judge was satisfied that the only phone call made was to Dr Alex McCullough, Mr Thomson-Moore’s sister and a beneficiary of the estate.
An exclusivity agreement was entered into by the two parties from August 30th to September 30th, 2023, to the effect that Mr Thomson-Moore would not listen to alternative bids for the property.
The judge said the exclusivity agreement between Mr Magnier and the Barne Estate owners would not have been made if Mr Magnier thought the sale had already been concluded.
Mr Magnier claimed the tillage licence he received to plough the lands at the Barne Estate, the payment of a booking deposit and the fact an employee had been offered a new contract by his operation was evidence a deal had been concluded. Mr Justice Barrett did not agree.
After the exclusivity agreement lapsed, New York-based millionaire Maurice Regan came in with an offer of €22.5 million, 50 per cent above what Mr Magnier had offered.
The offer was accepted by the Thomson-Moores, who said they wished to conclude the sale so they could move to Australia with their severely disabled son.
Mr Magnier gave evidence for two days, in which he maintained the Thomson-Moores had been led astray by Mr Regan.
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When asked in the witness box if he understood what the phrase “subject to contract” meant, he responded: “I left school when I was 15. I haven’t a good education. I employ people to do things on my behalf ... I don’t understand – I’m not a solicitor. Whatever goes on in the legal side of our business, it is nothing I deal with.”
Mr Regan, who also gave evidence but was not a party to the case, said he was upset to be described in court by Paul Gallagher SC, Mr Magnier’s senior counsel, as a “dark force” trying to breach an exclusivity agreement. He claimed to have been blocked from making a bid and all he wanted to do was buy the farm.
The case lasted 19 days at the Commercial Court, concluding in early August. Both sides employed two senior counsel and two junior counsel barristers each. Mr Magnier was represented by the law firm Arthur Cox, while Mr Thomson-Moore was represented by Creed McStay LLP.
In a statement Mr Magnier said he had taken the case on “principled grounds and though we had the utmost respect for the court we are disappointed that a deal which we believe was agreed over two years ago has not been upheld.
“We engaged in this process in good faith and wish all parties to this litigation well for the future.
“Pending full consideration of today’s judgment, we will not be commenting further at this time.”
The legal costs are likely to run into millions of euro. Mr Justice Barrett said he will hear both parties on costs at a later date.
