JACC Sports Distributors Ltd [In Liquidation] v Shamrock Rovers FC Ltd (Approved)

Factual and Procedural Background

The Plaintiff obtained summary judgment in the Circuit Court on 22 July 2025. The Defendant appealed and the matter was reheard by Judge Dignam on 16 February 2026 pursuant to section 37 of the Courts of Justice Act 1936 (rehearing, but no new evidence without leave). The Defendant had liberty to apply to adduce further evidence (an alleged agreement) but did not pursue that application and confirmed no such application was being made; the appeal therefore proceeded on the evidence before the Circuit Court.

The Plaintiff's case is that it supplied goods in October 2022, an invoice for €28,094.54 was raised on 21 December 2022, and the amount was unpaid despite demands; proceedings were issued 17 July 2024 and a motion for summary judgment was made on 25 October 2024 supported by an affidavit of Affiant Burns (the liquidator). The Defendant acknowledged receipt of the goods but resisted liability on two principal bases: (1) estoppel arising from a mistaken payment made in March 2023 by a related company (Company B) to the Plaintiff's receiver, and (2) a counterclaim/set-off totalling €34,914.00 arising from alleged invoices under an asserted agreement. Affidavits were sworn by Affiant Nolan for the Defendant and by Affiant Burns for the Plaintiff; written and oral submissions were made before Judge Dignam.

Legal Issues Presented

1. Whether the Defendant has established a bona fide defence to the Plaintiff's summary judgment claim (i.e. whether there is a fair or reasonable probability of a real defence).
2. Whether an estoppel arises from the recipient/receiver's communications and retention of a mistaken payment such that the Plaintiff is precluded from recovering the claimed debt.
3. Whether the Defendant's counterclaim/set-off (alleged invoices/agreements) gives rise to an equitable set-off or otherwise defeats the Plaintiff's claim.
4. Whether execution of any judgment should be stayed pending determination of the Defendant's counterclaim/set-off.

Arguments of the Parties

Defendant's Arguments

• The Defendant contends Company B mistakenly paid €38,236.26 to the Plaintiff's receiver in March 2023 and, as to €34,913.48 of that amount, the receiver represented the money would be applied to or otherwise offset debts owed by the Defendant; reliance by Company B (and by extension the Defendant) precludes the Plaintiff from recovering the claimed sum (estoppel).
• The Defendant asserts a counterclaim/set-off of €34,914.00 based on four invoices (variously described as "Bonus Payment", "Commission", "Commission" and "League Win") said to arise from an agreement between the parties; if established, that set-off would more than offset the Plaintiff's claim.
• The Defendant relied on correspondence and affidavits rather than adducing the alleged agreement into evidence and did not seek to introduce new evidence at the rehearing.

Plaintiff's Arguments

• The Plaintiff accepts the mistaken payment occurred but says the monies were not paid to the liquidator for the benefit of the liquidation in respect of the Defendant's liability; the receiver may have applied the funds to debts owed by the Plaintiff to Company A under an invoice discounting facility.
• The Plaintiff denies any representation was made that the mistaken payment would be applied to the Defendant's debt; alternatively, any representation was made to Company B (a separate legal entity) and not to the Defendant, and there is no evidence of reliance by the Defendant.
• The Plaintiff argues the Defendant has not exhibited the alleged agreement underpinning the set-off claim and bears the onus to show the contract does not exclude set-off; absent the agreement or particulars, the Defendant cannot establish a bona fide defence of set-off.

Table of Precedents Cited

Precedent	Rule or Principle Cited For	Application by the Court
Aer Rianta cpt v Ryanair Limited [2001] 4 IR 607	Test for summary judgment: whether the defence in affidavits is credible or there is a fair or reasonable probability of a real/bona fide defence.	The Court applied this test as the governing standard for assessing whether the Defendant had established a bona fide defence to resist summary judgment.
Egerton v Edgeform Metals Limited [2023] IECA 119	Authority that a mere assertion of a defence is insufficient to resist summary judgment.	The Court relied on this authority to hold that unsupported assertions (particularly absence of evidence of reliance by the Defendant) do not establish a credible defence of estoppel.
Geldof Metaalconstructie NV v Simon Cares Limited [2010] EWCA Civ. 667	Requirements for refusing summary judgment on grounds of set-off: (i) close connection between claim and sum set off, and (ii) it must be "manifestly unjust" to allow enforcement without taking set-off into account.	The Court applied this two-part approach in considering whether the Defendant's counterclaim/set-off warranted refusal of summary judgment; it found insufficient evidence of the requisite close connection.
Castletown Foundation Limited v Magan [2022] IECA 218	Summarises approach to equitable set-off and references authorities on when counterclaims amount to equitable set-off.	The Court cited this adoption of the approach and used it to frame the inquiry whether the Defendant's cross-claim arose from the same facts/contract as the Plaintiff's claim.
Fabri Clad v. Stuart [2020] IECA 247	Summarised case law on whether a counterclaim could amount to a defence by way of set-off.	Referred to as part of the chain of authorities explaining that a counterclaim arising from the same contract may avail as equitable set-off.
Moohan v S & R Motors (Donegal) Limited [2007] IEHC 435	Test whether a cross-claim gives rise to a defence in equity depends on whether it stems from the same set of facts/contract as the primary claim.	The Court applied this test and concluded there was insufficient evidence to find the Defendant's counterclaim stems from the same contract such as to displace the Plaintiff's claim at summary judgment.
McGrath v O'Driscoll & ors [2007] 1 ILRM 203	Principle distinguishing counterclaim and set-off and indicating that mere assertions do not suffice at summary judgment.	The Court relied on this authority to emphasise that documentary evidence or admissible facts are required to establish a bona fide defence by set-off.
Harrisrange v Duncan (authorities cited in text)	Statement that leave to defend should not be granted where the only relevant averment is a mere assertion.	Used to support the proposition that unsupported averments are insufficient to defeat summary judgment.
Prendergast v. Biddle (Unreported, Supreme Court, 31 July 1957)	Decision cited for the test whether a cross-claim gives rise to an equitable set-off (same set of facts/contract requirement).	Applied as part of the established test for equitable set-off; the Court noted that the Defendant had not shown the necessary connection.

Court's Reasoning and Analysis

1. Procedure: The appeal was a rehearing limited to evidence before the Circuit Court because no application to adduce further evidence was pursued.

2. Summary judgment standard: The Court applied the established Aer Rianta test—whether the defence in affidavits is credible and there is a fair or reasonable probability of a real defence.

3. Estoppel: The Court analysed whether (a) a representation was made by the receiver acting as agent for the Plaintiff, (b) the representation was made to the Defendant, and (c) the Defendant relied on it to its detriment. The Court accepted there was a credible basis that the receiver acted as agent for the Plaintiff. However, the documentary evidence showed only that the receiver indicated a refund/remittance to Company B would occur once confirmation of payment of the Defendant's balance was received; the documented representation was conditional and addressed to Company B, not the Defendant. There was no pleaded or evidential reliance by the Defendant itself. On that basis, and relying on authorities that mere assertion is insufficient, the Court concluded the Defendant had not established a bona fide defence of estoppel.

4. Counterclaim / Set-off: The Court examined the Defendant's claim to set off €34,914.00 based on four invoices said to arise from an agreement. The Defendant did not exhibit the agreement or provide particulars; an agreement appended to written submissions was not in evidence and was not relied on. Applying the established tests (close factual/contractual connection and manifest injustice if set-off ignored), the Court found no admissible evidence enabling it to conclude the Defendant had a bona fide defence by set-off. The Court acknowledged the possibility that the amounts might arise from the same arrangements, but stressed it could not proceed on speculation.

5. Disposition on summary judgment: On the evidence before it, the Court determined the Plaintiff was entitled to summary judgment on the claim, but separately considered the equities arising from the mistaken payment.

6. Stay: Although summary judgment was appropriate, the Court granted a stay on execution because the Plaintiff is in liquidation and, if the Defendant ultimately succeeds on estoppel or set-off at trial, it might be unjust or impossible for the Defendant to recover against the Plaintiff's limited estate. The stay protects the Defendant's ability to obtain effective relief should its counterclaims/proposed defences succeed at trial.

7. Costs: The Court's provisional view was that the Plaintiff was entitled to costs; parties were given leave to make short written submissions on costs within two weeks.

Holding and Implications

HOLDING: The Court upheld the Circuit Court decision and granted summary judgment for the Plaintiff in the amount of €28,049.54. The Court also granted a stay on execution of that judgment pending determination of the Defendant's counterclaim and claim for set-off.

Implications:

• Direct effect: The Plaintiff has summary judgment for €28,049.54 but enforcement is stayed pending resolution of the Defendant's counterclaim/set-off at trial.
• The Court found the Defendant did not, on the evidence before it, establish a bona fide defence by estoppel or set-off sufficient to defeat summary judgment.
• No broader legal precedent was purportedly established beyond application of existing authorities; the order preserves the Defendant's ability to pursue its counterclaim/set-off at trial and to seek recovery if successful, subject to the realities of the Plaintiff's liquidation.