Structured and Anonymised Summary of Commercial Court Judgment

Factual and Procedural Background

The Plaintiff (a company trading as a serviced-office provider) held three commercial leases in respect of three city-centre office properties (referred to here as Property A, Property B and Property C). The three leasehold properties were owned by three special-purpose landlord companies (collectively, the "Landlords"). The Landlords had financed the acquisitions of the Properties by borrowing from a group of lenders (referred to here as Company A). The Plaintiff and the Landlords were part of the same wider corporate group (referred to here as Company B), and a single controller supervised both the Plaintiff and the Landlords at the time the relevant documents were executed.

The Plaintiff failed to pay the rent stated in the Leases. Because the rent constituted the Landlords' sole income and was required to meet interest and covenant obligations under their loan/facility agreements with Company A, the failure to pay constituted an event of default under the security arrangements. Company A appointed the Defendants as joint receivers over the Landlords. The Defendants took possession of the Properties on 23 June 2025 by changing locks and disabling magnetic locking systems, after issuing demands and forfeiture notices in June 2025.

On 10 July 2025 the Plaintiff commenced proceedings and simultaneously sought an interlocutory injunction requiring the Defendants to deliver up possession of the Properties pending trial. The interlocutory application was heard on 10 October 2025. The judgment summarised here was delivered by Judge Twomey on 31 October 2025 and addresses that interlocutory injunction application.

Legal Issues Presented

1. Whether the Plaintiff has raised a "fair issue" to be tried that would justify an interlocutory injunction restoring possession of the Properties pending trial.
2. Whether, assuming a fair issue, the balance of justice (balance of convenience) favours granting an injunction pending trial.
3. Whether the Plaintiff can show that it does not owe the rent stated in the Leases (the core contractual rent obligation was challenged by the Plaintiff).
4. Whether the Defendants effected an unlawful (non-peaceable) re-entry to the Properties.
5. Whether alleged unconscionable pressure by Company A (or others) induced the Plaintiff to agree to increased rents, and if so whether that vitiates enforcement.
6. Whether the Defendants misappropriated the Plaintiff's business by facilitating the continuation of licensed occupancies and appointing a replacement operator.

Arguments of the Parties

Plaintiff's Arguments

• The amount of rent stated in the Leases is not the "actual" rent payable; there was an alleged understanding that "rent equals interest" and therefore payments of interest by related companies should reduce the Plaintiff's rent obligation.
• The Plaintiff (through its controller) was pressured or coerced by the lender (Company A) into agreeing to rent increases; that pressure was said to be unconscionable and should render the increased rent unenforceable.
• The Defendants improperly deprived the Plaintiff of the opportunity to "shutter" or orderly wind down its serviced-office business; this loss of business supports the grant of possession pending trial.
• The Defendants' re-entry was not peaceable because they caused a contracted security company to disable magnetic locks and/or effected entry by means described by the Plaintiff as improper.
• The Defendants misappropriated the Plaintiff's business by continuing to permit licensees to occupy and by engaging a replacement operator, and employees transferred to the replacement under TUPE.
• The Plaintiff offered €1.6 million to the Receivers as a contribution toward arrears and said it would pay future rent (subject to the Plaintiff's contention that the contractual rent figure is not due).

Defendants' Arguments

• The Defendants relied on the express terms of the Leases and the Deeds of Variation (each signed by the controller on behalf of both tenant and landlord entities) that clearly set the contractual rents and confirmed those terms.
• The Defendants maintained that they were lawfully appointed by Company A and that possession was obtained following formal demands, forfeiture notices and lawful re-entry in accordance with the Leases.
• The Defendants argued that the Plaintiff's alternative factual narratives (e.g. "rent equals interest", unconscionability, misappropriation, non-peaceable entry) did not raise fair issues to be tried and, even if they did, the balance of justice weighed against an injunction.
• They emphasised that the Plaintiff had substantial arrears (calculated by the Defendants) and was not offering to discharge the contractual arrears in full nor to commit to pay the contractual rent in future; the Defendants relied on these factors in opposing injunctive relief.

Table of Precedents Cited

Precedent	Rule or Principle Cited For	Application by the Court
Merck Sharpe and Dohme v. Clonmel Healthcare [2019] IESC 65 (per Judge O'Donnell)	Sets out the contemporary three-part test for interlocutory injunctions: (1) whether a permanent injunction might be granted at trial, (2) whether there is a fair issue to be tried, and (3) whether the balance of justice favours interlocutory relief; emphasises adequacy of damages and commercial scepticism about inadequacy of damages.	The Court applied this tripartite test as the governing framework for the interlocutory application and emphasised the need to be sceptical of commercial claims that damages would be inadequate.
Sweeney (F.G.) Ltd v Powerscourt Shopping Centre [1984] WJSC-HC 2859 (per Judge Carroll)	Illustrative dictum about why a lessee should not be granted a 'free ride' in the premises at the expense of the landlord/party providing funds.	The Court adopted the 'free ride' concept to illustrate why it would be unjust to return possession to a tenant who had failed to pay contractual rents and thereby impose a loss on the lender/landlord group.
ACC Bank plc v Kelly [2011] IEHC 7 (per Judge Clarke)	Principle that a borrower cannot disregard the terms of a contract and complain later; the appropriate time to ensure terms suit a party is before signing.	The Court relied on this principle to reject the Plaintiff's argument that an undeclared oral or side understanding should override express contractual terms in the Leases and Deeds of Variation.
ACC Bank v Dillon and Others [2012] IEHC 474 (per Judge Charleton)	Discussion on duress/pressure in commercial negotiations and recognition that the law allows for the stresses of commercial negotiation; extreme pressure does not automatically vitiate agreements.	The Court used this authority to reject the Plaintiff's claim that ordinary commercial pressure arising from higher interest rates rendered the rent increases unconscionable or unenforceable.
Oyster Shuckers Ltd T/A Klaw v Architecture Manufacture Support (EU) Ltd [2020] IEHC 527 (per Judge Sanfey)	Failure of a tenant to pay or offer to pay outstanding rent is a significant factor against granting an interlocutory injunction; also authority on reluctance to grant mandatory relief reversing lawful, peaceable re-entry.	The Court relied on the decision to weigh heavily against the Plaintiff where it did not pay full contractual arrears and did not undertake to pay contractual rent going forward; also cited to show mandatory relief reversing peaceable re-entry is unlikely.
Ryanair DAC v Skyscanner Ltd [2022] IECA 64 (Court of Appeal) (and related [2020] IEHC 399)	Confirms that where mandatory interlocutory relief is sought (to reverse completed acts), a higher threshold applies: the applicant must show a strong and clear case likely to succeed at trial.	The Court applied this elevated standard because the Plaintiff sought mandatory relief (reversal of re-entry) and concluded the Plaintiff did not establish a strong and clear case.
Word Perfect Translation Services Ltd v Minister for Public Expenditure and Reform [2023] IECA 189	Addressed procedural expectations on costs and the obligation on litigators to take a broad-brush approach to costs and avoid inefficient use of court resources.	The court mentioned this authority only in relation to procedural listing and costs directions for parties after judgment (encourage parties to avoid unnecessary hearings and costs).

Court's Reasoning and Analysis

The Court conducted a stepwise analysis under the established interlocutory test.

1. Preliminary: the Court accepted that if the Plaintiff were to succeed at trial a final injunction might be available; accordingly the focus was on whether a fair issue was raised and whether the balance of justice favoured interim relief.
2. Fair issue analysis — "rent equals interest" claim:
   • The Plaintiff's central contention was that the contractual rent stated in the Leases was not the "actual" rent payable because of an asserted understanding that rent should track or be equated with the Landlords' interest obligations to Company A. The Plaintiff sought to treat separate inter-company interest payments as discharging its rent obligations.
   • The Court examined documentary evidence: the Leases and the Deeds of Variation, which unambiguously stated fixed monetary rents and contained non-reliance/confirma tion clauses (explicitly confirming and ratifying the written terms). The Deeds of Variation were signed only by the controller (on behalf of both landlord and tenant entities) and expressly confirmed the rent figures.
   • The only external documentary support relied upon by the Plaintiff consisted of internal emails from Company A's service provider describing rental levels required to meet covenant tests. The Court described those emails as typical lender correspondence urging covenant compliance, not as evidence of an agreement that rent would be calculated otherwise or that interest payments by others would discharge the Plaintiff's rental obligations.
   • On principle and authority (including the principle that one cannot disregard contractual terms after signing), the Court concluded the "rent equals interest" contention was contrary to the clear written contracts and that there was no fair issue to be tried on that point.
3. Fair issue analysis — unconscionable pressure:
   • The Court considered the Plaintiff's claim that the rent increases were procured by unconscionable pressure from Company A. It noted the controller had authority over both landlord and tenant entities when the variations were agreed.
   • Applying commercial duress/pressure jurisprudence, the Court held that commercial pressure arising from increased interest rates and a lender's insistence on covenant compliance does not, without more, amount to unconscionability sufficient to vitiate contractual obligations. The Court treated the Plaintiff's position as analogous to routine commercial negotiation stress, which is insufficient to nullify the agreements.
   • Accordingly, this claim did not raise a fair issue to be tried.
4. Fair issue analysis — peaceable re-entry and manner of possession:
   • The Plaintiff argued the Defendants' re-entry was not peaceable because the Defendants arranged with a security contractor to disable magnetic locks and, in one case, a locksmith "slipped" a latch using a piece of plastic; in another case padlocks were removed.
   • The Court analysed the Leases' express re-entry provisions. For Property A (and the other properties), the Leases expressly authorised re-entry where rent was unpaid and permitted the landlord to take reasonable steps to effect re-entry; provisions required minimising damage and making good any damage caused.
   • The Court held that remotely disabling a magnetic lock or asking a key-holder to release a lock is the epitome of a peaceable, non-violent re-entry. Cutting or removing a padlock where rent is unpaid and the lease allows re-entry was held to be reasonable. Slipping a latch was also regarded as a non-violent, peaceable means to regain access.
   • The Court concluded the manner of re-entry did not create a fair issue to be tried that the re-entry was unlawful.
5. Fair issue analysis — alleged misappropriation of business by Defendants:
   • The Plaintiff complained that its serviced-office business was appropriated because the Defendants continued to permit licensees to occupy and engaged a replacement operator; employees transferred to the replacement operator under TUPE.
   • The Court emphasised that the Plaintiff's business was essentially sub-letting the Plaintiff's leasehold interest. Once the Plaintiff lost its leasehold interest by forfeiture for non-payment of rent, it had no premises to sub-let and so the trade necessarily ceased absent continued occupation.
   • The Defendants' duty as receivers is to obtain the best price reasonably obtainable for the Properties; continuing trade and income streams (license fees) is consistent with that duty. The Court found no basis for a fair issue that the Defendants misappropriated the Plaintiff's business.
6. Balance of justice analysis:
   • Having concluded there was no fair issue on the central contractual claim and other asserted defences, the Court proceeded on the basis that the Plaintiff owed the contractual rents. The Defendants' calculation of arrears was approximately €3.82 million as of 30 June 2025.
   • The Plaintiff offered €1.6 million (less than half of the contractual arrears) and did not give an unconditional undertaking to pay the contractual rent in the future; the offered funds were said to be sourced from third parties rather than from the Plaintiff's own resources.
   • The Court found these realities strongly weighed against the grant of interlocutory relief: returning possession would provide the Plaintiff with a de facto "free ride" occupying the Properties without paying the contractual rent, at the expense of Company A (the lender) and the Landlords.
   • The Plaintiff's weak financial position and the lack of evidence that Company A could not meet any damages awards (or that damages would be inadequate) further favoured refusal of the injunction. The Court reiterated the commercial principle of scepticism about claims that damages are inadequate.
7. Mandatory-injunction threshold:
   • The Court noted the requested relief was mandatory (it would require the Defendants to deliver up possession and reverse a completed re-entry). As a result, a higher threshold applied: the Plaintiff had to show a strong and clear case likely to succeed at trial.
   • The Court concluded that the Plaintiff had not come close to meeting that threshold and therefore mandatory relief was not justified.

Holding and Implications

Holding:

INTERLOCUTORY INJUNCTION REFUSED

Implications and immediate effects:

• The Defendants (receivers) retain possession of Property A, Property B and Property C pending trial and are not required to deliver up possession to the Plaintiff.
• The Plaintiff was found not to have demonstrated a fair issue to be tried on its core contractual contention that the rent stated in the Leases was not payable, nor did it show unconscionability, unlawful re-entry, or misappropriation of business sufficient to obtain interlocutory relief.
• The Plaintiff's offer to pay €1.6 million (less than the arrears calculated on the express Lease terms) and its failure to undertake to pay the contractual rent going forward were material factors against injunctive relief.
• The relief refused was mandatory in character and the Plaintiff failed to show the higher threshold of a strong and clear case likely to succeed at trial.
• No new legal precedent was established by this decision beyond the application of established principles: the decision applies settled law on interlocutory injunctions, contractual interpretation, commercial duress/pressure, peaceable re-entry and the duties of receivers. The Court confined its decision to the facts before it and the direct effect on the parties.

Procedural note: the Court provisionally listed the matter for mention to address final orders and costs, but allowed the parties liberty to notify the Registrar if that listing proved unnecessary in order to reduce wasted court resources.