Judge Max Barrett’s ruling: why the Magnier challenge failed

Judge Max Barrett ruled that “the evidence does not support the existence of the alleged land-sale agreement or option agreement said to have been made on 22 August 2023”.

He added that objective indicators did not support the existence of a concluded bargain on 22 August 2023, noting that “the absence of authorised decision-makers, the ‘subject to contract’ labels, and the documentary record all weigh against it”.

When assessing the legal proposition made by the Magnier side, that oral agreements, even for the sale of land, can be binding unless statute requires writing, the judge was definitive: “The question here is not whether oral agreements can bind, but whether one was made at all.

“On the evidence before me, the answer to this last question is ‘no’: material terms were unsettled, authority was missing, and the alleged option was never seriously advanced.”

The judge wrote that the most plausible reading of matters was that “the meeting of 22 August 2023 was, at most, a step toward ‘sale agreed’ status, identifying headline terms but with both sides proceeding on the basis that nothing was final until formal written contracts were signed”.

The judge wrote that in his assessment, all parties present at the meeting on 22 August 2023 appreciated that no concluded contract then existed – and even if that were wrong, the fact that not all essential terms were agreed on that night would still be “fatal”.

Words

Judge Max Barrett said he attached little weight to the Coolmore argument that words used by the Barne side such as ‘deal’ or ‘agreement’ proved that a binding agreement took place on 22 August 2023.

“In ordinary property transactions, such language typically denotes agreement in principle, akin to a ‘sale agreed’ stage, rather than a binding contract,” he wrote in his judgement.

“Colloquial terminology does not, of itself, give rise to binding legal effect.”

The judge noted that a sales advice note from joint selling agent Savills was issued to the Coolmore side, describing the arrangement as ‘subject to contract/contract denied’ and recording outstanding matters for agreement – and there was no objection raised to this.

The judge highlighted that Mr Joe Fitzpatrick of Smithwicks Solicitors, acting for John Magnier and Coolmore, gave evidence in court that he understood there to be no binding agreement; that in his view, either side could still walk away.

Telling actions

The judge said the actions of the plaintiffs, the Magnier side, in the days and weeks following the 22 August 2023 handshake agreement were “telling”, noting that “they sought to guard against ‘anyone getting up [on their] inside’, a worry that would make no sense if a binding contract was already in place”.

The judge noted that following Maurice Regan telling JP Magnier that he intended to bid on Barne on 29 August, Mr Magnier went directly to Barne Estate and thereafter sought an exclusivity agreement, which the judge said was “behaviour wholly inconsistent with an already concluded deal”.

A separate WhatsApp message from Coolmore adviser Jerome Casey to John Magnier’s solicitor Joe Fitzpatrick on the same day, asking whether Barne’s lawyers had confirmed they were ‘the successful bidders’, reinforced this, the judge noted.

Tillage and exclusivity agreements

Two key agreements which came to light during the nine-week trial were also highlighted by Judge Max Barrett.

These were the tillage agreement allowing for Coolmore to work Barne land, and the exclusivity agreement preventing the Barne side from entertaining bids from anyone other than John Magnier and Coolmore.

“Both documents assume that there was no existing binding sale contract, and none of the plaintiffs or their employees appear to have objected to that omission at the time,” he pointed out.

The exclusivity document mentions the parties “intend to enter into discussions on the potential acquisition by Coolmore of the property known as the Barne Estate for a sum of €15,000,000”.

This language, the judge said “cannot reasonably be aligned with the central case that the plaintiffs now make, viz. that there was a concluded land-sale agreement in place on and from the evening of 22 August 2023”.

Trustee approval

Auctioneer John Stokes’ own notes on 23 August 2023 recorded that any agreement was conditional on trustee approval, while his summary of the deal was headed ‘subject to contract/contract denied’, as was an email from Richard Thomson-Moore to the Barne Estate trustees on the same day, and an email approving the agreement by the board of Barne Estate Ltd.

Judge Max Barrett noted: “While adding ‘subject to contract’ after a binding agreement will not undo it, the evidence here is consistent from the outset: no such contract was ever made.”