The company behind the Topaz fuel and convenience store chain is suing a Dublin registered company for €4.7m over alleged failure to complete a share purchase agreement.
Kendrick Investments, an Isle of Man registered company which holds 99% of issued share capital in Topaz Energy Group Ltd (TEGL), says Circle K Holding Ireland Ltd, Earlsfort Terrace, Dublin, made a €1.8m payment as part of the overall €7m share purchase agreement but failed to pay €4.7m.
Kendrick is seeking judgment against Circle K for €4.7m and the case has been admitted to the High Court’s fast-track commercial division.
In an affidavit, Kendrick director Dermot Hayes says that, under the December 2015 agreement, Kendrick agreed to sell its shares in TEGL to a company called 9121-2738 Quebec Inc.
Under an assignment of rights (deed of novation) mechanism between Kendrick, businessmen Denis O’Brien, Emmet O’Neill, and Sean Corkery, and also with Circle K Holding Ireland, another company called Circle K IOM Ltd, as well as with 9121-2738 Quebec Inc, it was agreed Circle K Ireland would assume the rights, benefits, obligations, and liabilities of the Quebec company under the share purchase agreement.
Mr Hayes says it was a term of the agreement that the defendant would pay Kendrick €7m by way of what was called the “Dublin Port Additional Consideration”.
This related to a February 2016 lease for premises at Dublin Port and a retail lease which was not to be terminated before August 2017.
Mr Hayes says the port consideration was satisfied and the €7m became payable, less an agreed €480,000 related to working capital.
However, while Circle K Holding Ireland paid some €1.8m in September 2013, €4.7m was owing. Kendrick demanded payment on September 23 but Circle K failed to pay. Mr Hayes says the defendant has raised an “unmeritorious” breach of warranty claim.
In correspondence, he says, it was suggested Kendrick had failed to disclosed details of the financial situation relating to the Exol Group. He says the breach of warranty claim is spurious and the issue Circle K complains of was “appropriately disclosed prior to the completion of the transaction”.
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