The High Court has ordered the sale of a Freshford abattoir to Slaney Foods International Limited under a purchase option in a 2004 agreement, after rejecting the defendant’s claim that a separate agreement prevented the option from being exercised.
In a judgment delivered on 22 March 2006, Mr Justice Kelly found that the option had been exercised within time and that the defendant, Bradshaw Foods Limited, had not proved a collateral agreement beyond arrangements already reflected in the written contract or otherwise unbreached. The court made a decree for specific performance of the sale.
The agreement provided for a one-year tenancy from 6 April 2004, at annual rent of €180,000 plus VAT, and gave Slaney Foods an option to buy the premises. The stated purchase price was €1,531,859. The written terms also allowed an alternative purchase of 90% of Bradshaw Foods’ shares, with Robert Bradshaw retaining 10% in specified circumstances.
Bradshaw Foods argued that the parties had separately agreed, among other things, that Bradshaw could slaughter at least 100 cattle for home sales, receive a payment for each animal slaughtered, and receive rents from existing telephone masts. The judge found those alleged terms were not established on the evidence. He accepted the plaintiff’s witnesses over Bradshaw on disputed points, noting that no claim had been made for the alleged per-animal payments despite Bradshaw’s evidence that he had suffered weekly losses.
The court found that some arrangements had been agreed, including Bradshaw’s role as head of procurement, telephone masts, and waste-water disposal. These were either written into the contract or, in the case of waste-water disposal, undisputed and not breached. The judge also noted an agreed arrangement for Anne-Marie Tiernan’s continued employment, which had been honoured.
Bradshaw Foods’ counterclaim sought possession of the premises and mesne rates from 5 April 2005, on the basis that Slaney Foods was unlawfully occupying them. The court rejected both claims. It found that Slaney Foods occupied as purchaser in possession, after being ready, willing and able to complete but facing the defendant’s refusal to accept exercise of the option.