The High Court has granted an injunction temporarily preventing a media company from taking steps to acquire land in west Dublin for the development of a state-of-the-art film center without the involvement of its alleged partners.
Ooper Plus Holdings Limited and Plus Development LLC, both headquartered in Los Angeles, have filed suit against Dublin-based Lens Media over fears of breaching their alleged obligations under a partnership agreement.
They allege Lens Media, whose directors include Saving Private Ryan Oscar-nominated producer Gary Levinsohn and Windmill Lane founder James Morris, approached Cooper Plus in 2019 to seek his involvement in the deal as a financing partner.
Cooper Plus and Plus Development, a real estate company founded by Irishmen Carlin and Tyrone McKillen, claim the three companies have agreed to jointly acquire, develop and operate a media park on community land at Grange Castle Business Park in Clondalkin.
South Dublin County Council agreed in principle to sell the 48 acres of development land in Clondalkin to the partnership for €26.5million after Cooper Plus provided evidence for $35million, they claimed.
The plaintiff companies, who claim to have invested €600,000 in the company, expressed fears that Adelaide Road-based Lens Media would pursue the project with alternative financiers.
The injunction, issued yesterday by Judge Michael Twomey, prevents Lens Media from continuing to develop the film studios without the plaintiffs until the court dispute is resolved.
Mr Justice Twomey concluded that there was “at least” a fair question to consider at a substantive hearing regarding the enforceability or liability of a negative pledge agreement in a Memorandum of Understanding signed by the three companies in June 2020.
A clause of the agreement states that the parties “expressly agree that neither of them will attempt to proceed with the project without the others” unless the others voluntarily agree to opt out.
Mr Cooper maintains this remains “binding and enforceable”. According to Lens Media, the parties’ failure to agree the terms of a subsequent operating/shareholder agreement ended their obligations under the memorandum.
The memorandum said it would expire when the parties enter into the operating agreement, but it “expressly fails to address” what would happen if the terms of that agreement were not agreed, Mr Justice Twomey said. An explicit term could have been “easily inserted” to deal with such an omission, and its absence precludes a court from implying it, he said.
Such a deadline would likely be accompanied by further details on the parties’ respective rights in dissolving the partnership, he said.
The judge took into account the companies’ apparent financial condition when finding the “clear” balance of justice in favor of granting the injunctions sought by the plaintiffs.
Matthew Cooper, a filmmaker, real estate developer and director of Cooper Plus, had contended that damages would not be an adequate remedy if the trial judge found that an injunction should have been granted (pending the trial) and should not have been,” the judge said.
The judge ordered the parties to contact each other to see if they could reach an agreement on any outstanding issues.
The case was adjourned.
https://www.independent.ie/business/irish/high-court-puts-brake-on-land-deal-for-dublin-film-studio-41660325.html The Supreme Court puts a brake on the land contract for the Dublin film studio