Summary of Opinion — High Court (Judge Bolger)

Factual and Procedural Background

This is an interlocutory application by the Plaintiffs for injunctive relief following the Defendants' termination of trademark licence agreements. The Plaintiffs seek orders restraining the Defendants from terminating the licence agreements, restraining the grant of licences to third parties in what the Plaintiffs say is their exclusive territory, and restraining interference with the Plaintiffs' operation of their business using the Defendants' brand. The Plaintiffs' written submissions proposed additional or varied relief, including a different territorial scope and restraints on transfer or shutdown of domain names, websites or social media.

The Defendants are the registered owners of two trademarks (referred to here as "Trademark A" and "Trademark B") which they use in retail furniture and bedding operations that include a branded persona associated with Defendant (First Named). The Plaintiffs have traded under those trademarks since 2020 and 2022 respectively. Prior to 1 January 2025 there were draft written agreements that were unsigned and not finalised. A signed written licence agreement dated 1 January 2025 was executed by Defendant (First Named) and by the Plaintiffs' deponent. The signed agreement contained (inter alia) a 30 km territorial radius, 12 month terms with automatic renewal, a weekly payment obligation, a permissive assignment clause in favour of the first Defendant and an entire agreement clause, together with a termination clause providing for "thirty (30) days written notice by either party" and a paragraph permitting immediate termination in specified circumstances (material breach, insolvency or cessation of business).

In September–October 2025 the Plaintiffs raised concerns that a concession in what they consider their territory would be granted to a third party. On 7 October 2025 a notice was issued terminating the licence agreements with 30 days' notice. The Defendants describe this as a no-fault termination permitted by the 1 January 2025 agreement. The Plaintiffs then issued this interlocutory application seeking injunctive relief.

Legal Issues Presented

1. Whether the Plaintiffs have established a reasonably arguable (non‑speculative) case on the applicable terms of the contractual relationship between the parties (including whether the signed 1 January 2025 agreement governs and its proper construction, particularly the termination clause).
2. Whether the termination was for a collateral purpose (i.e. exercised dishonestly or for an ulterior purpose) such that it should be restrained.
3. Whether the second named Defendant had standing/authority to issue the termination notice (including the effect of any assignment of the trademarks).
4. Whether, assuming a serious issue to be tried, the balance of justice (balance of convenience and adequacy of damages) favours granting interlocutory injunctive relief.

Arguments of the Parties

Plaintiffs' Arguments

• There are serious issues to be tried about the true applicable terms of the parties' agreement (the Plaintiffs contend their territorial scope included certain areas which the Defendants now dispute).
• The termination was motivated by a collateral purpose (the Plaintiffs infer from the sequence of events that the termination was intended to free up territory for reassignment to a third party).
• The Plaintiffs question the standing of the second named Defendant to issue the 7 October termination notice, asserting their contract was with the first named Defendant.
• The Plaintiffs assert that damages would be inadequate because forced de-branding would cause substantial, time‑critical and unbudgeted costs, loss of digital/search equity and damage to customer connectivity and goodwill; redundancies of staff are said to be unavoidable.
• The Plaintiffs rely on assurances allegedly given by the first named Defendant (concerning territory) and on certain unsigned draft agreements and meeting minutes as supporting evidence.

Defendants' Arguments

• The signed 1 January 2025 agreement governs; parties are bound by what they sign and the entire agreement clause applies.
• The termination was a permitted no‑fault termination on 30 days' notice under the express terms of the signed agreement.
• Any alleged prior assurances or unsigned drafts do not override the signed agreement and are unsupported by documentary evidence.
• The second named Defendant has standing by reason of the assignment clause in the agreement and a deed of assignment exhibited by the Defendants.
• Damages to the Plaintiffs arising from rebranding are quantifiable and therefore an injunction is not required; the Defendants would incur non‑trivial consequences if compelled to continue the Plaintiffs' use of the brand.

Table of Precedents Cited

Precedent	Rule or Principle Cited For	Application by the Court
Precedent A (2023 IECA 43)	Submitted by Plaintiffs for the proposition that the court must take asserted facts at their height when considering interlocutory relief.	The court rejected that broad formulation as inconsistent with subsequent authority requiring a reasonably arguable (non‑speculative) case.
Precedent B (2021 IESC 34)	Authority for the proposition that a plaintiff must show something reasonably arguable rather than mere speculation.	The court relied on this authority to set the correct standard for a "serious issue to be tried."
Precedent C (2024 IEHC 50)	Support for the requirement that evidence beyond a "mere assertion" is needed to establish a fair/serious issue.	The court invoked this decision to require tangible evidence rather than unsupported assertions from the Plaintiffs.
Precedent D (Merck Sharpe and Dohme)	Principle that in granting interlocutory relief the court must consider the balance of justice (balance of convenience and adequacy of damages / where least risk of injustice lies).	The court applied this framework when assessing the balance of convenience and adequacy of damages if a serious issue were established.
Precedent E (2014 IESC 74)	Authority that parties are bound by the terms of documents they sign, regardless of whether they read them.	The court applied this principle to emphasize that the signed 1 January 2025 agreement governs the parties' relationship absent reliable evidence to the contrary.
Precedent F ([2015] UKSC 17)	Proposition (from UK authority) that contractual powers must be exercised honestly, rationally and for the purpose conferred.	The court noted the Plaintiffs relied on this authority but considered it of limited application to the commercial contract context here and found the Defendants had established a reasonably arguable case that the termination was permitted.
Precedent G (2015 IECA 36)	Authority concerning enforceability in the absence of consideration and issues arising from suspension of payment obligations.	The court referenced this case when noting difficulties arising from the Plaintiffs' cessation of licence fee payments prior to termination and the potential enforceability issue.
Precedent H (2019 IECA 327)	Relied upon by Plaintiffs for the proposition that long‑standing customer connection and trading identity can support injunctive relief.	The court distinguished that authority on its facts and regulatory context and did not treat it as supporting the grant of the injunction in this case.
Precedent I (2025 ICEA 163)	Authority on costs in interlocutory applications and the circumstances in which costs should be determined or reserved.	The court took an indicative costs view consistent with this authority, proposing a reserved costs order similar in principle to that case.

Court's Reasoning and Analysis

The court proceeded in stages. First, it set the legal standard for interlocutory injunctive relief: the Plaintiffs must show a reasonably arguable case that a serious issue is to be tried, supported by evidence that goes beyond mere assertion or speculation. The court rejected the Plaintiffs' submission that a lower "frivolous or vexatious" standard applied and relied on authority requiring reasonably arguable grounds and evidence.

On the construction and effect of the signed 1 January 2025 agreement, the court emphasised the general principle that parties are bound by what they sign. The agreement contained an entire agreement clause and a termination provision with a 30‑day notice element together with a clause permitting immediate termination in specified circumstances. The court analysed the Plaintiffs' argument that the 30‑day notice was limited to cause (material breach or insolvency) and rejected that construction as unreasonable and inconsistent with ordinary contract construction and the parties' prior conduct. The Plaintiffs' reliance on alleged assurances and unsigned drafts was treated as unsubstantiated: the court found no documentary evidence of such assurances and characterised them as unsupported assertions insufficient to establish a reasonably arguable case.

The court considered estoppel and concluded that the Plaintiffs had not adduced evidence of any representation on which they had relied to their detriment sufficient to make estoppel reasonably arguable.

On the collateral purpose point, the Plaintiffs relied on a UK authority about exercising contractual powers for proper purposes. The court found that the UK decision addressed different circumstances and that the Defendants had established a reasonably arguable case that the 30‑day no‑fault termination was permitted under the signed agreement and that the Plaintiffs' claimed territory did not include the disputed area (as per the signed terms).

On the issue of standing/authority of the second named Defendant to issue the termination notice, the court noted the agreement's assignment clause, the Defendants' exhibited deed of assignment and subsequent communications from the Plaintiffs to the second named Defendant. The court held that the Plaintiffs had not established a reasonably arguable case under the Trade Marks Act provisions they sought to rely on: the only signed agreement the Plaintiffs have is the 1 January 2025 agreement which they seek to disavow, the licence does not confer trademark ownership, statutory provisions on assignment and successors did not support the Plaintiffs' position, and section 53 did not apply.

The court then addressed the balance of justice (if, contrary to its primary findings, a serious issue had been shown). It examined balance of convenience and adequacy of damages. Relevant factual points included the Plaintiffs' prior cessation of licence fee payments (which they said was by agreement), disputed minutes of a meeting, and the Plaintiffs' offer to restore licence fees if injunctive relief were granted. The court observed that the Plaintiffs' conduct before termination is decisive, not promises after the event, and flagged potential enforceability problems where consideration was absent.

On adequacy of damages, the court was sceptical of the Plaintiffs' contention that damages would be an inadequate remedy. While accepting that rebranding would be challenging and costly, the court was not persuaded that the alleged harms (including asserted inevitability of redundancies and digital "extinction") would be so catastrophic as to make damages inadequate. The court concluded that Plaintiffs' losses from running retail premises were quantifiable by reference to turnover, outgoings and profits and therefore damages would be an adequate remedy.

Having applied the standards and weighed the factors, the court concluded the Plaintiffs had not established a reasonably arguable case on a serious issue to be tried and, alternatively, that the balance of justice did not favour injunctive relief.

Holding and Implications

Core Ruling: The court REFUSED the interlocutory injunctive relief sought by the Plaintiffs.

Implications:

• The direct effect is that the Defendants' termination notice stands and the Plaintiffs were not granted interim relief to continue use of the Defendants' brand or to restrain the Defendants from granting licences to third parties in the disputed territory.
• The court found no new binding legal precedent: its decision applied established principles on contractual interpretation, the standard for interlocutory relief (reasonably arguable serious issue), and the Merck framework for assessing the balance of justice.
• The court gave an indicative view on costs consistent with recent authority, proposing a reserved costs order to be finalised at a subsequent hearing, and listed a further case management hearing date.

Other Procedural Notes

The opinion records that the matter was reserved for further case management and a hearing on costs on 10 December 2025. Counsel of record were listed as Attorney Rafter for the Plaintiffs and Attorney Flynn for the Defendants. The court indicated that costs of the interlocutory application should be determined unless justice required otherwise and gave an indicative approach to reserved costs consistent with recent appellate guidance.

This summary is based exclusively on the material contained in the provided opinion. Identifying particulars in the original text have been anonymised and replaced with consistent placeholders.