The High Court has found Sweedon Oil Limited liable to pay Liam and Eithne McCawley €55,000 under an agreement for the sale of the entire issued share capital of L&E McCawley Limited. Mr Justice McDermott delivered judgment on 12 January 2018 after a plenary hearing.
The agreement, made on 19 June 2008, set a purchase consideration of €383,973, subject to adjustment for net book value. The McCawleys said the price included €320,000 for goodwill and €63,973 for fixed assets. Sweedon paid €183,973. After the parties agreed adjustments to the payment schedule in September 2009, they acknowledged a balance of €135,000: €80,000 followed by €55,000 in staged payments. The court said the €25,000 adjustment to the final €80,000 tranche was accepted by both sides.
Sweedon disputed the remaining €55,000, arguing that the net book value calculation had mistakenly counted the fixed assets twice. Its position relied on a later review by its auditor, who concluded the purchase price should be adjusted to €175,000 and that Sweedon had overpaid. The company’s case was that its representative had accepted the earlier figures in error.
The judge found that the parties had negotiated and agreed the figures used in the balance sheet and payment schedule, with legal and financial advice. He accepted evidence that the agreed calculation excluded goodwill from the balance sheet but included the fixed assets, and that the company’s representative understood and accepted the figures. The court rejected the claim of a shared mistake or misunderstanding and found that the later challenge did not account for the parties’ course of dealing.
On the balance of probabilities, the plaintiffs were entitled to the €55,000 outstanding under the agreement. The judgment determines that liability and rejects the defendant’s mistake argument. The supplied judgment text does not state a separate order on interest, costs or enforcement.