Order granted for specific performance of option to purchase shares

Plaintiffs seek to enforce an option granted to them by the defendant to purchase 5% of the defendant’s shareholding in a company called ESLT (“the Company”) - the option is to be found in written Heads of Agreement (“HOA”) made on 10th May 2007 - defendant claims that the option is unenforceable - in a counterclaim, the defendant claims that certain sums are due to it in respect of dividends, and claims that in the event of the plaintiffs being entitled to exercise their option, that dividends which ought to have been paid in respect of the option shares must now be paid - first named plaintiff and the defendant were previously shareholders in a company called Monaghan Middlebrook Mushrooms Ltd. (“Monaghan”) - following a restructuring, the company became the ultimate parent of Monaghan and the shareholders in Monaghan were granted shares in the company in proportion to the shares which they had previously held in Monaghan - rights and obligations of the shareholders in Monaghan were governed by a Share Exchange and Shareholders Agreement (“the SESA”) which was made on 1st June 2004 - SESA came about as a consequence of a merger between Monaghan and Carbury Mushrooms Ltd. (“Carbury”) - Carbury had been jointly owned by Donegal and Connacht Gold Co-Operative Society Ltd. (“Connacht Gold”) - in 2007, Connacht Gold wanted to exit the business by selling its shares in Monaghan to Donegal - Articles of Association of Monaghan contained pre-emption rights which would have prevented a direct sale of the Connacht Gold shares to Donegal without giving Danbywiske the opportunity to purchase the majority of those shares (in proportion to the shareholding of Danbywiske and its associates in Monaghan) - to overcome the difficulty associated with the pre-emption rights, the parties entered into an agreement which was recorded in writing as ‘Heads of Agreement’ on 10th May 2007, thereby facilitating the direct sale of the Connacht Gold shares to Donegal - it is that agreement which is the subject matter of the dispute – whether the HOA constitute a legally binding agreement? - If so, what were the conditions for the exercise of the option? – whether the conditions for the exercise of the option fulfilled - issue on the counterclaim is whether or not a dividend, according to clause 11 of the SESA, should have been declared and accrued in respect of the 5% of the company shareholding and whether that sum should now be paid to the defendant, or whether the defendant is entitled to damages on the counterclaim by reason of a breach of the dividend policy – neither the clear terms of the HOA itself nor the surrounding evidence supports the defendant’s contention that the conclusion of a new shareholders’ agreement was a precondition to the exercise of the Option - nothing ambiguous about the Option clause in the HOA that would permit the courts to interpret it by reference to Recitals in the Novation Agreement or any other document - defendant in the counterclaim claims that the sum of €807,000 is due to it in respect of dividends which should have been declared or, if they were not declared, should have accrued - The defendant has failed to establish that a dividend should have been declared and that it is entitled to the sum claimed or any sum – counterclaim dismissed - plaintiffs are entitled to specific performance of the Option to purchase the shares contained in the Heads of Agreement of 10th May 2007.