The Court of Appeal has dismissed Lens Media Limited’s appeal against an interlocutory injunction preserving Plus Development LLC and Cooper Plus Holdings Limited’s participation in a proposed media park project at Grange Castle Business Park in Clondalkin.
The injunction, first granted by the High Court, restrains Lens from pursuing the project without the plaintiffs, excluding or circumventing them, or bringing in other parties to replace them, pending trial. The Court of Appeal affirmed that order. It did not decide the underlying dispute over the parties’ rights or finally determine whether they formed a partnership.
The dispute concerns two memoranda of understanding. The first, signed in April 2020, outlined broad project terms. The second, signed in June 2020 by Plus, Lens and “Cooper Investment Group entities”, said it was binding and enforceable. It included promises not to pursue the project without the other parties or replace them without consent, and was to expire when an operating agreement was signed.
The parties later failed to agree terms for a shareholders’ or operating agreement. Lens argued that the relationship had ended after good-faith negotiations failed. It also challenged whether a partnership existed and whether Cooper, which was formed after the second memorandum, could enforce it. The plaintiffs maintained that the agreement remained binding and that Lens could not proceed without them.
The Court of Appeal held that the plaintiffs had raised an arguable case that the memoranda created binding obligations that had not simply expired because the parties failed to agree an operating agreement. It said the precise legal character of their arrangement—whether partnership, joint venture or contract—did not need to be resolved at this interlocutory stage. The court also found the plaintiffs’ case on Cooper’s ability to enforce the agreement was arguable.
The court treated the injunction as prohibitory in substance, aimed at preserving the position pending trial, and applied the lower threshold of a fair issue to be tried rather than requiring a strong case likely to succeed. It also concluded that damages would not be an adequate remedy if the plaintiffs ultimately succeeded, noting that Lens was balance-sheet insolvent and that any prospect of it later being able to pay damages was speculative. The court found the balance of justice favoured keeping the injunction in place.
The appeal was dismissed and the High Court order affirmed. The Court of Appeal’s provisional view was that the plaintiffs should receive the appeal costs; Lens was given 14 days to submit an alternative costs position, with the plaintiffs allowed the same period to respond.