Moloney v Sheehy (Approved)

Factual and Procedural Background

This judgment, delivered by Judge Twomey on 17 February 2026, concerns an urgent application heard on 13 February 2026 by Appellant for a mandatory injunction directing Defendant to execute a share purchase agreement ("SPA"). Under the SPA, Defendant's and Appellant's shares in Company A (the owner of a commercial property, "the Property") were to be sold to Company B for between €11 million and €12 million. Appellant owns 64.7% of the shares in Company A and Defendant owns 32.3%. A court order dated 20 November 2025, made with the parties' consent and incorporating a draft SPA filed on 4 November 2025, was said by Appellant to require execution of that SPA. Defendant refused to sign, asserting that clauses in the attached draft SPA (notably Clause 5.8.1) could be interpreted as effecting a full settlement of two sets of related proceedings (the "Two Sets of Proceedings"). The present application seeks a mandatory injunction to compel Defendant to comply with the earlier court order and sign the SPA; Appellant gave an undertaking as to damages in support of the application.

Legal Issues Presented

1. Whether a mandatory injunction should be granted to compel Defendant to execute the SPA in accordance with a prior court order made with his consent.
2. Whether Defendant's asserted mistake in consenting to the draft SPA, and the presence of clauses he alleges could settle related proceedings, justify non-compliance with the court order.
3. Whether amendments to dates in the SPA (condition precedent and long-stop dates) amount to material changes excusing execution.
4. Whether costs should be awarded against Defendant.

Arguments of the Parties

Appellant's Arguments

• The 20 November 2025 court order (incorporating the 4 November 2025 draft SPA) requires execution of the SPA; Defendant consented to that order.
• Defendant's refusal to sign undermines enforceability of court orders and cannot be justified by a claimed inadvertent mistake.
• Changes to dates in a later SPA are not material and do not excuse non-compliance.
• An undertaking as to damages was given by Appellant in support of the injunction application.

Defendant's Arguments

• Defendant asserts he consented in error because the draft SPA appended to Appellant's affidavit contained clauses (notably Clause 5.8.1) that could be interpreted as waiving or settling his claims in the Two Sets of Proceedings.
• Defendant's solicitors advised that signing the SPA as drafted might settle those proceedings; accordingly, he refused to sign.
• Defendant contended (without great force, per the court) that the operative part of the order does not explicitly state he must sign the SPA.
• Defendant also relied on purported material changes between the exhibited SPA and the version presented for signature (principally date changes).
• Defendant's counsel stated it would be preferable, for later litigation posture, that Defendant be ordered to sign rather than signing voluntarily.

Table of Precedents Cited

No precedents were cited in the provided opinion.

Court's Reasoning and Analysis

The court treated the matter as an application for a mandatory injunction to enforce a consent order. The court found that:

• Although Defendant appears to have consented to the order in error (because the draft SPA attached to Appellant's affidavit contained clauses he later saw as potentially settling other proceedings), a mistaken consent does not permit a party to refuse to comply with a court order. Primacy is given to compliance with court orders to preserve the administration of justice.
• The operative part of the order, read with the recitals and appended draft SPA, implicitly required Defendant to sign the SPA; the lack of an explicit phrasing did not excuse non-compliance.
• The allegedly offending clause (Clause 5.8.1 in the exhibited draft) gave rise to Defendant's concern, and his solicitors had advised that signing could have the effect he feared; that concern explains but does not legally justify refusal.
• Changes to closing and long-stop dates made after the 4 November 2025 draft (extension of condition precedent to 30 September 2026 and long-stop to 31 December 2026) were not material changes such as to excuse execution; they primarily benefited the sellers and did not alter Defendant's stated substantive position.
• The court noted Appellant's undertaking as to damages and observed that, if Defendant wishes to litigate whether particular SPA terms bind him inter se, he may do so after complying (and may preserve positions as "without prejudice" in communications), but he cannot disobey a court order on the basis of his earlier mistake.

Holding and Implications

Mandatory injunction compelling Defendant to execute the SPA granted.

Direct consequences: Defendant is ordered to comply with the prior court order and execute the SPA (as required by that order). Costs were ordered against Defendant in favour of Appellant. The court treated this as enforcement of an existing consent order rather than the creation of new legal principles; no novel precedent was established beyond reaffirming the principle that parties cannot refuse to obey consent orders on the basis of unilateral mistake.