The High Court has ordered OCM EMRU Debtco DAC to provide limited, less-redacted copies of loan sale documents to Eileen Courtney’s legal team. The ruling concerns access to documents at an interlocutory stage; it does not decide whether Courtney’s claims against OCM or the appointed receiver are valid.
Courtney brought proceedings challenging the transfer of loans and security originally held by Anglo Irish Bank and later acquired by NAMA/NALM. She also disputes the appointment of David O’Connor as receiver. OCM says it acquired the facilities and related rights in a 2016 portfolio sale and claims sums remain due. Those disputes were not determined in this ruling.
Before the sale, Courtney offered NAMA €2 million for her and her late husband’s loans. NAMA declined the offer. In these proceedings, Courtney alleges, among other matters, that the sale and transfer affected her rights and that she should have had an opportunity to purchase the loans at the price paid or on better terms. These are pleaded claims, not findings by the court.
OCM had exhibited redacted copies of the 2016 Loan Sale Deed and Deed of Transfer in affidavits. It argued that the withheld material was commercially sensitive, confidential or irrelevant. The High Court inspected unredacted copies supplied in a sealed envelope for the purpose of deciding the inspection application.
Mr Justice Robert Haughton found the deeds were relied on to establish more than OCM’s title: they also related to the facilities, an arbitration award, a forbearance agreement and the receiver’s appointment. He concluded the documents as a whole were relevant to Courtney’s pleaded case and that the redactions impeded a proper understanding of them. In particular, he found the provisions on price, including the amount allocated to Courtney’s connection, relevant to her claims about the rejected offer and alleged breaches of duty.
The court ordered disclosure of copies with specified redactions. The Loan Sale Deed’s price provisions and Courtney connection details, including its allocated purchase price, must be disclosed, as must the total cut-off date purchase price for all connections. Several schedules must be disclosed in full or in part, while information relating to other borrowers must remain redacted. The court also directed further explanation about nine facility letters listed under Courtney’s connection but bearing other parties’ names. The main text of the Deed of Transfer and its Schedule Three, Part B must be disclosed.
Access is to be limited to Courtney, her solicitor with conduct of the case and counsel, subject to undertakings and further directions on the final order. The documents may be used only for the action, and commercially sensitive or price information may not be used or mentioned in open court or filed documents without agreement or the court’s leave. The court did not determine the pending injunction applications or the underlying claims.