The Court of Appeal has overturned a High Court order requiring Paul Ward to pay €14.5 million, plus interest, in a dispute over the purchase of shares in the Ward Cinema Group. It sent the action for a plenary hearing, where the parties’ disputed contractual rights can be determined.
The appeal concerned a Binding Heads of Terms signed on 18 April 2019. Under it, Ward agreed to buy Jean Kennedy’s and Carol O’Riordan’s shares for €31.5 million: an initial €25 million instalment, followed by three later instalments. Andrew O’Riordan is the legal personal representative of Carol O’Riordan.
The sellers sought summary judgment after Ward did not pay the first instalment by the extended deadline. They argued that clause 2.8 entitled them to judgment for the outstanding price. Ward disputed that he owed a standalone debt and sought transfer of the shares under the agreement. The parties also disputed whether company cash reserves could be used to fund the purchase. The High Court had found Ward was not entitled to insist on using those reserves, and that his December 2019 payments were late and not made in accordance with the agreement.
The High Court granted summary judgment for the first instalment but declined to find that the sellers were free of their obligation to transfer the shares. It adjourned the transfer dispute to a counterclaim. After that decision, the sellers acknowledged Ward’s entitlement to a transfer on payment, subject to their interpretation of the agreement.
Justice Allen said that acknowledgement undermined the basis for treating the claim as a debt detached from the transfer of the shares. He held it was at least arguable that the agreement created mutual obligations and that the appropriate remedy might be specific performance or damages, rather than judgment for the price of shares not yet transferred. The appeal court did not decide the parties’ ultimate rights under the agreement or whether Ward was entitled to a transfer.
The court allowed the appeal and directed that the action proceed to a plenary hearing in the High Court Commercial List. It ordered delivery of pleadings on a staged timetable. Ward succeeded in the appeal; the judge’s provisional view was that he should receive the appeal costs. The High Court costs were left for further consideration, including written submissions.