Sisters sue cinema operator Ward over €31.5m share deal

Jean Kennedy, a company director, and Carol O'Riordan, a retired director, are suing Mr Ward in the Commercial Court.

Andrew O'Riordan, who holds enduring power of attorney for Ms O'Riordan, who has been diagnosed with Alzheimer's disease, has been joined as a third plaintiff by virtue of his capacity as a donee of the power of attorney.

Their action against Mr Ward was admitted to the High Court's fast-track commercial list after Mr Ward did not object to the application.

Mr Justice David Barniville fixed a hearing date for the sisters' application for summary judgment for €31.5m for March.

In their action, the sisters say that in April 2019, the parties entered into a binding 'heads of terms' agreement, whereby they would resolve their differences in relation to matters connected with various companies.

The heads of terms provided, among other things, that Mr Ward would procure the acquisition of certain shares owned directly or indirectly by his sisters for a total of €31.5m.

Some €25m was to be payable by October 31, 2019.

The parties agreed to use their best endeavours to ensure all sums paid to the sisters would be structured in a tax-efficient way.

It was also agreed that if the money was not paid in accordance with the terms that Mr Ward would consent to judgment for the outstanding balance.

The sisters, in their claim, say their brother proposed to use funds from "the very companies" related to the share acquisition.

This, his sisters complained, would entail "a significant risk" to them, as they would have to pay income tax on a large portion of the monies, rather than capital gains tax which, at 33pc, is considerably lower.

Despite being given an extension of time to make the €25m payment, it was not made and a letter of demand for the full €31.5m was sent to Mr Ward's solicitors, threatening proceedings.

Mr Ward responded through his lawyers that he was willing to complete the purchase of the shares for €25m but would not be paying €31.5m.

He was also agreeable to the matter going before the Commercial Court.

On December 5 last, without any advance notice, €12.5m was lodged directly into Ms Kennedy's bank account, €8.8m of which had come from companies whose shares were to have been bought from the two sisters, it is claimed.

On December 17, another €6m was paid into Ms O'Riordan's bank account, apparently with €3.1m of it coming from the companies, it is further claimed.

The sisters say Mr Ward is not entitled to any reduction to what is owed because the purported payments did not comply with the heads of terms agreement.

As a result, they are seeking judgment for the full €31.5m.