The Court of Appeal has dismissed EBS DAC’s appeal against injunctions preventing it from terminating three tied agency agreements with Betty Martin Financial Services Limited while the company’s case proceeds to trial.
The agreements concern agency branches in Lucan, Athlone and Longford. The injunctions, granted by the High Court and varied on 21 February 2019, restrain termination and steps taken under the termination notice. The appeal court upheld that relief; it did not decide the underlying contract dispute or make findings that EBS or its regional manager pressured the company to mis-sell financial products.
EBS gave 12 months’ notice in February 2018. The company argued that the notice was invalid because it referred to one agreement rather than the three separate agreements and was delivered at Lucan instead of being posted to the address specified in the contracts. The Court of Appeal found no serious issue to be tried on those notice points: the notice had been received, and the company identified no resulting confusion or prejudice.
The court did find a serious issue to be tried on a narrower contractual argument. The company alleges that EBS pressured it to sell unsuitable, higher-risk products and terminated the agreements because it resisted. EBS and the manager deny the allegations. The appeal court said it was arguable that the contracts’ express obligations against mis-selling could imply a limit on EBS’s termination power where an agent refused to mis-sell. It stressed that this was a provisional assessment at the interlocutory stage, not a finding that the alleged conduct occurred.
The court also rejected the company’s argument that a separate assurance barred termination, citing the agreements’ entire-agreement clause and inconsistencies in the evidence about what was said, to whom and when.
In upholding the injunctions, the court considered the practical impact of ending the agency arrangements before trial. It said the company’s EBS agency work was its only business, and that the change could affect its staff, customers and ability to pursue the case. It concluded that damages could be available but might not adequately address all the interests at stake. The court accepted that EBS could suffer uncompensated harm if restrained and later successful, but found no evidence of other commercial or financial loss from the company continuing to run the branches pending trial.
The court also upheld the High Court’s decision not to refuse relief because of delay, while acknowledging that the company had not convincingly explained the time taken to challenge the notice. The appeal concerning the High Court costs order was deferred for further submissions. Either party may apply if circumstances materially change; EBS may seek discharge if it considers there is undue delay in progressing the case.