Industrial Development Agency [Ireland] v Information Commissioner (Approved)

Factual and Procedural Background

This opinion concerns a statutory appeal pursuant to section 24 of the Freedom of Information Act 2014, brought by Company A (the Appellant) against a decision of the Information Commissioner (the Respondent). The appeal arises from a request made by a third party (the Notice Party) under the 2014 Act seeking access to records related to Company A's acquisition of a property site. The records at issue include an advisory report by a property consultancy and internal meeting notes related to the acquisition. Company A withheld certain information from disclosure, citing statutory exemptions under the 2014 Act, on grounds that disclosure would place it at a commercial disadvantage and prejudice ongoing negotiations. The Information Commissioner reviewed the matter, partially upheld and partially varied Company A's decision, ordering release of some information and withholding other parts. Company A then sought judicial review of the Commissioner's decision, challenging the application and interpretation of several exemptions under the 2014 Act. The Notice Party did not participate in the appeal. The High Court heard the appeal and considered submissions and the records in dispute.

Legal Issues Presented

1. Whether the Information Commissioner erred in law or misapplied the Freedom of Information Act 2014 in determining that Company A was not justified in redacting certain information under sections 30(1)(c), 35(1), 36(1), 37(1), and 40(1) of the Act.
2. Whether the public interest balancing test under section 30(2) of the 2014 Act was correctly applied by the Commissioner in deciding which information should be disclosed.
3. Whether reliance on a government circular (Circular 17/2016) in the public interest assessment was procedurally fair and legally appropriate.
4. Whether the Commissioner properly applied the definitions and scope of personal information under section 37(1) of the 2014 Act.
5. Whether the Commissioner correctly applied the harm-based exemptions under sections 36(1) and 40(1) of the Act, including the appropriate standard of proof and reasoning.
6. Whether the Commissioner’s decision was reasonable and rational in light of the evidence and submissions.

Arguments of the Parties

Appellant's Arguments

• Disclosure of the redacted information would place Company A at a significant commercial disadvantage in future negotiations for property acquisition, undermining its statutory functions in attracting foreign direct investment (FDI).
• Company A operates in a competitive global marketplace and must maintain confidentiality in negotiations with landowners, developers, and other stakeholders.
• The release of valuation reports, negotiation strategies, and other sensitive information would reveal Company A’s negotiating tactics and future plans, prejudicing ongoing and future negotiations.
• The public interest balancing test was misapplied by the Commissioner, relying on general principles rather than specific, fact-based reasons relevant to the records.
• Reliance on Circular 17/2016 was procedurally unfair as Company A was not notified it would be relied upon, denying an opportunity to comment.
• The Commissioner failed to properly distinguish and apply exemptions under sections 36(1)(b) and 36(1)(c), and did not adequately engage with or reason the refusal of exemptions.
• Information identifying the landowner, including the price paid, constitutes personal information and should be exempt under section 37(1).
• The Commissioner erred in rejecting the application of section 40(1)(a) and (c) exemptions, which protect against serious adverse effects on the national economy and industrial development strategy.
• The Commissioner applied an incorrect standard of proof and failed to provide adequate reasons for the decisions.

Respondent's Arguments

• The Commissioner applied the correct legal tests, including the public interest balancing test under section 30(2), as clarified in the Supreme Court decision in the Enet case.
• Only specific information reasonably expected to disclose negotiation positions was withheld; other information was ordered disclosed in the public interest.
• Reliance on Circular 17/2016 was appropriate as it evidences a legitimate public interest in scrutiny of state property expenditure, and Company A was on notice of the Circular’s relevance from prior related cases.
• The Commissioner gave adequate reasons and engaged with the submissions, consistent with statutory constraints on disclosure and the informal nature of the review process.
• Information relating to a company, even if incorporating an individual’s name, does not constitute personal information under the Act.
• The Commissioner found that the IDA did not sufficiently justify how disclosure would cause harm under sections 36(1) and 40(1), and applied the correct relatively low standard of proof.
• The decision is reasonable, rational, and within the Commissioner’s wide discretion and expertise.

Table of Precedents Cited

Court's Reasoning and Analysis

The Court undertook a detailed review of the Information Commissioner’s decision and the application of the statutory exemptions under the Freedom of Information Act 2014. It confirmed that the Commissioner correctly applied the legal standards and principles established in the leading Supreme Court decision in Enet, particularly regarding the public interest balancing test under section 30(2). The Court found that the Commissioner engaged with the specific content of the records, distinguishing between information properly exempted and information that should be disclosed in the public interest, notably information evidencing the process and checks used by Company A in acquiring the site.

The Court rejected the argument that reliance on Circular 17/2016 was procedurally unfair, noting that Company A was on notice of the Circular’s relevance from prior related cases and submissions. It also found that the Commissioner provided adequate reasons throughout the decision, consistent with the statutory framework and case law on administrative fairness and reasons.

Regarding section 36 exemptions, the Court agreed with the Commissioner that Company A failed to discharge the onus to show how disclosure of the remaining information could cause material financial loss or prejudice its competitive position, particularly given that the submissions were generic and focused mainly on price information, which was accepted as exempt under section 30.

On section 37, the Court upheld the Commissioner’s conclusion that information relating to a company, even if the company name incorporates an individual’s name, does not constitute personal information about a natural person under the Act. The Court also noted that folio numbers and sale details were publicly available, further negating the exemption.

In relation to section 40, the Court found that the Commissioner correctly applied the harm-based test, requiring identification and reasonable expectation of serious adverse effects on the national economy or industrial development strategy. The Court accepted that Company A did not sufficiently demonstrate that disclosure would cause such harms, and that the Commissioner’s decision was rational and within his discretion.

The Court emphasized the presumption in favour of disclosure under the 2014 Act and the requirement that exemptions be narrowly construed and justified with specific, fact-based reasons. It found no error of law or irrationality in the Commissioner’s approach, and noted the detailed, nuanced manner in which the Commissioner differentiated between information to be released and information to remain withheld.

The Court also addressed a minor inconsistency identified in the Commissioner’s treatment of certain expenditure figures but concluded that this did not amount to an improper release of information given the context and content.

Finally, the Court clarified that any suggestion of a temporal limitation on the exemption’s application was not legally binding but rather an indication that circumstances may change once ongoing negotiations conclude, allowing for future reassessment.

Holding and Implications

The Court DISMISSED the appeal brought by Company A against the Information Commissioner’s decision. The Court held that the Commissioner did not err in law, nor act irrationally, in his application and interpretation of the statutory exemptions under the Freedom of Information Act 2014, including the public interest balancing test under section 30(2).

The direct effect of this decision is that the Information Commissioner’s order to disclose certain information in the disputed records stands, while other information remains exempt from disclosure. The decision supports the principle that while confidentiality in negotiations is important, transparency and public scrutiny of state property acquisitions, especially regarding expenditure and procedural fairness, are significant public interests.

No new legal precedent was established beyond the application of existing principles, particularly those from the Supreme Court’s Enet decision. The ruling reinforces the careful, fact-specific approach required in balancing competing public interests in FOI cases involving commercially sensitive state body information.