A €135,502 dispute arising from the sale of pest control company Omega Environmental Limited has been sent to a full High Court hearing after the court refused to give summary judgment against former owner Michael Walsh.
Key Pest Limited and Lakecove Limited bought Walsh’s shareholding under agreements concluded in 2022 for €440,000. They paid €396,000 initially. A further €44,000 was deferred and depended on the business reaching turnover of €130,000 during its first six months under the new owners.
The buyers later brought four categories of claim against Walsh. These concerned tax liabilities and related legal fees, alleged unauthorised withdrawals or "leakage" from company accounts, undisclosed bad debts and a claimed shortfall in post-sale turnover.
Mr Justice Barr found the plaintiffs had established entitlement to €38,276 under the tax indemnity. Walsh also admitted €2,799 in leakage, while a €5,306 bad-debt claim was not credibly contested. Those elements totalled €46,381.
However, the court found arguable defences to the remaining claims. There was insufficient evidence at this stage to support €14,760 in legal fees allegedly incurred over tax matters. Walsh also raised a genuine dispute over whether many payments described as leakage were actually business expenses permitted by the agreements, while some entries appeared to be credits into the account rather than withdrawals.
The largest disputed element concerned turnover. The buyers said actual six-month turnover was €98,895, producing a €31,105 shortfall which was multiplied by three under the agreement. After deducting the €44,000 deferred consideration, they claimed €49,315 from Walsh.
Walsh argued the new owners had themselves mismanaged the business and lost customers. The judge held it was arguable that any turnover warranty depended on an implied obligation that the buyers operate the company competently.
Because the buyers also acknowledged that €44,000 remained due to Walsh, the court declined to grant judgment even for the admitted elements. The entire dispute was remitted to plenary hearing.