SIG Trading [Ireland] Limited v Barrett and Anor

APPROVED REDACTED AN ARD-CHÚIRT THE HIGH COURT [2026] IEHC 220 RECORD NO: 2024/24 S BETWEEN/ SIG TRADING (IRELAND) LIMITED PLAINTIFF -AND- EUGENE BARRETT AND NOREEN BARRETT DEFENDANTS JUDGMENT of Mr. Justice Conleth Bradley delivered on Wednesday 15th April 2026 INTRODUCTION 1. In this application, the plaintiff seeks an order for summary judgment in the sum of €185,007.14 against the defendants on foot of a Guarantee and Indemnity dated 19th March 2020 which was executed by the defendants in favour of the plaintiff in respect of the debts of Eugene Barrett Ceilings and Partitions Limited (“the company”). The defendants were the directors and shareholders of the company which was subsequently wound up. 2. The issue between the parties comes down to a net question. It is contended on behalf of the defendants that the Guarantee executed by them was a limited one where their liability was capped in the sum of €10,000 which was the credit limit in the contract entered into between the plaintiff and the company. In response, the plaintiff says this is not the case and that the Guarantee was a guarantee between the plaintiff and the defendants which, whilst part of an overall transaction, was contained in a separate unlimited ‘all sums due’ Guarantee agreement. THE PROCEEDINGS 3. A summary summons was issued on 24th January 2024 by the plaintiff; the defendants entered an appearance on 7th March 2024; this application was brought by Notice of Motion dated 3rd July 2024 grounded on the Affidavit of James McWeeny, Company Secretary of the Plaintiff, sworn on 28th June 2024 together with exhibits; Cillian Simpson, solicitor, swore an Affidavit of service on behalf of the plaintiff on 7th October 2024 with exhibits; the first named defendant swore an Affidavit on 1st November 2024, together with an exhibit, opposing the application for summary judgment; this was replied to in the second Affidavit of James McWeeney sworn on 14th January 2025 2 together with an exhibit; this was further responded to in the Replying Affidavit of the first named defendant sworn on 22nd January 2025, together with an exhibit. THE CREDIT AGREEMENT AND THE GUARANTEE 4. The central documentation in this application was comprised in total of two pages. 5. The first page required details to be provided for the following: Account Application Form (which stated inter alia “For immediate account approval please complete and fax this form to the relevant branch”); Details of Ownership; Trade References. 6. The second page provided for the Guarantee (and inter alia stated that “A copy of your letterhead must accompany the application”). 7. Given their central importance, these two pages are reproduced (subject to redactions) below. 8. The first page stated as follows: ACCOUNT APPLICATION FORM: For immediate account approval please complete and fax this form to the relevant branch. Individual name: Eugene Barrett Branch: Full Company Name: (“Company”): Eugene Barrett Ceilings and Partitions Ltd Address: Cloughmore Ballinahown Co. Galway Telephone: Fax: Email (Company): Website:  Please tick here if you do not wish to receive sales order confirmations, invoices, statements and promotional information by email. DETAILS OF OWNERSHIP: Parent Company: Eugene Barrett Ceilings and Partitions Limited Registration No. of Ltd Co.: Established/Trading Since: Jan 2018 VAT No.: Directors/Shareholders(1): Eugene Barrett Directors/Shareholders(2): Noreen Barrett 3 Address: Cloughmore Address: Cloughmore Ballinahown Ballinahown Co. Galway Co. Galway Type of Business: Ceiling and Partitions Interior Fitouts Please state whether you have a current relevant payments card (C2). Yes  No  If so please include copy of up-to-date cert. TRADE REFERENCES: Company (1) Name: Telephone: Interior Building Products Fax: Company (2) Name: Telephone: McMahons Building Providers Fax: Company (3) Name: Telephone: Fax: Bankers Name and Address: AIB, Main St. Spiddal Co. Galway Account No: Sort Code: (bottom left hand side of cheque) Credit Limit Required: 10,000 Expected Monthly Expenditure: 3000-4000 Terms 30 days E.O.M.: Signature and Position of Applicant: [SIGNATURE OF EUGENE BARRETT] BLOCK CAPITALS: EUGENE BARRETT Company Owner Director 9. The second page stated as follows: “(A copy of your letterhead must accompany this application) In consideration of SIG TRADING (IRELAND) LTD or any of its successors, assigns or nominees (“SIG TRADING (IRELAND) LTD”) agreeing to extend credit to the Company as defined above; I/We the undersigned (“Guarantor”, such expression to include successors and personal representatives) by this guarantee and indemnity, hereby guarantee jointly and severally, the due payment in full of all sums (including interest thereon) due and owing now and hereafter by the Company to SIG TRADING (IRELAND) LTD in respect of goods, credit and other services supplied by SIG TRADING (IRELAND) LTD to the Company. I/We hereby indemnify SIG TRADING (IRELAND) LTD as primary obligor from and against all actions, losses, claims, costs and liabilities which may be suffered by SIG TRADING (IRELAND) LTD under or in connection with this guarantee (including its enforcement) and/or as a result of breach by the Company of its obligations and liabilities to SIG TRADING (IRELAND) LTD. This guarantee and indemnity is to be a continuing one and my/our liability under it shall be as sole or primary obligor and not merely as surety and shall not be affected by SIG TRADING (IRELAND) LTD giving time, forbearance, waiver or indulgence to the Company or any other act or omission whereby my/our liability would have been discharged if I/We were the Company. This guarantee and indemnity shall remain in 4 force notwithstanding any event, circumstance, act or omission which would or might constitute a legal or equitable defence to the Guarantor in respect of liability under this indemnity and indemnity. I/We hereby irrevocably undertake to pay all sums and interest due or arising out of my/our liability pursuant to this guarantee and indemnity on demand without set off, counterclaim, withholding or deduction and hereby agree that SIG TRADING (IRELAND) LTD shall not be obliged to obtain any judgement or take any other action before making a demand pursuant to and enforcing this guarantee. I/We are fully aware of the nature of this guarantee and I/We hereby acknowledge that the liability which I/we am/are accepting by signing this document has been independently explained to and fully understood by me/us, and that I/we have been informed of the necessity of seeking independent legal advice in respect thereof. Notwithstanding the above, I/We are willing to be bound by the terms of this guarantee. The Guarantor may not assign or transfer in whole or part its rights or obligations hereunder. SIGNED AND DELIVERED BY THE GUARANTOR AS A DEED SIGNATURE: Eugene Barrett SIGNATURE: Noreen Barrett NAME: Eugene Barrett NAME: Noreen Barrett HOME ADDRESS: Cloughmore HOME ADDRESS: Cloughmore Ballinahown Ballinahown Co. Galway Co. Galway WITNESS SIGNATURE: [SIGNATURE OF MÍCHEÁL SCANLON] NAME: MÍCHEÁL SCANLON DATE: 19/3/’20 BACS Payments to: Ulster Bank Limited 79/80 Lower Camden Street Dublin 2 Sort Code: Account Number: BIC: IBAN: APPLICABLE PRINCIPLES 10. The central issue in this application relates to the proper interpretation of the documentation as set out above. 11. The parties are agreed as to the applicable principles which apply in an application for summary judgment. 5 12. In Aer Rianta CPT v Ryanair Ltd [2001] 4 I.R. 607, the Supreme Court held that the fundamental question in a summary application such as this was whether it was very clear that the defendant had no case. 13. In Harrisrange Ltd v Duncan [2003] 4 I.R. 1, McKechnie J. summarised the principles which apply to an application for summary judgment as follows:- “From these cases it seems to me that the following is a summary of the present position:- (i) The power to grant summary judgment should be exercised with discernible caution, (ii) In deciding upon this issue the Court should look at the entirety of the situation and consider the particular facts of each individual case, there being several ways in which this may best be done, (iii) In so doing the Court should assess not only the Defendant’s response, but also in the context of that response, the cogency of the evidence adduced on behalf of the Plaintiff, being mindful at all times of the unavoidable limitations which are inherent on any conflicting Affidavit evidence, (iv) Where truly, there are no issues or issues of simplicity only or issues easily determinable, then this procedure is suitable for use, (v) Where however, there are issues of fact which in themselves are material to success or failure, then their resolution is unsuitable for this procedure, (vi) Where there are issues of law, this summary process may be appropriate but only so if it is clear that fuller argument and greater thought, is evidently not required for a better determination of such issues, 6 (vii) The test to be applied, as now formulated is whether the defendant has satisfied the Court that he has a fair or reasonable probability of having a real or bona fide defence; or as it is sometimes put, "is what the Defendant says credible?", which latter phrase I would take as having as against the former an equivalence of both meaning and result, (viii) This test is not the same as and should be not elevated into a threshold of a defendant having to prove that his defence will probably succeed or that success is not improbable, it being sufficient if there is an arguable defence, (ix) Leave to defend should be granted unless it is very clear that there is no defence, (x) Leave to defend should not be refused only because the Court has reason to doubt the bona fides of the defendant or has reason to doubt whether he has a genuine cause of action, (xi) Leave should not be granted where the only relevant averment in the totality of the evidence, is a mere assertion of a given situation which is to form the basis of a defence and finally, (xii) The overriding determinative factor, bearing in mind the constitutional basis of a person’s right of access to justice either to assert or respond to litigation, is the achievement of a just result whether that be liberty to enter judgment or leave to defend, as the case may be.” 14. In AIB v McKeown [2017] IEHC 363 (which is referred to later in this judgment), Costello J. (as she then was), at paras. 18 and 19 of her judgment, stated that the relevant legal principles in a summary judgment application were well settled and that in order to be permitted to defend a claim for summary judgment, a defendant must satisfy the 7 court that they had a fair or reasonable probability of having a real or bona fide defence, as explained by the Supreme Court in Aer Rianta CPT v Ryanair Ltd [2001] 4 I.R. 607 and in Harrisrange Ltd v Duncan [2003] 4 I.R. 1., observing that “…[i]f a potential defence advanced by a defendant is based upon the construction of documents, then the court can assess the issues raised to determine whether the propositions advanced are stateable as a matter of law and that it is arguable that, if determined in favour of the defendant, they would provide a defence to the claim: see IBRC v. McCaughey [2014] 1 I.R. 749, 759…” 15. In AIB plc v Cuddy [2020] IECA 211 (the Court of Appeal: Birmingham P., Costello J. and Maurice Collins J.), in his judgment at para. 29, Collins J. cited with approval the decision of the High Court (Clarke J., as he then was) in McGrath v O’Driscoll [2006] IEHC 195, [2007] 1 ILRM 203, as follows:- “As regards issues of law, while such issues may in principle be resolved on an application for summary judgment, a court should only do so “where the issues which arise are relatively straightforward and where there is no real risk of an injustice being done by determining those questions within the somewhat limited framework of a motion for summary judgment”:- per Clarke J (as then he was) in McGrath v O' Driscoll [2006] IEHC 195, [2007] 1 ILRM 203 (at page 210), cited with approval by the Supreme Court (Denham J) in Danske Bank t/a National Irish Bank v Durkan New Homes [2010] IESC 22.” 16. Both parties agreed that the approach to be applied was that set out in AIB v Cuddy and it was also confirmed on behalf of the defendants that no case of non est factum was being made in this application. 17. The central issue, therefore, relates to the interpretation of the Guarantee and whether or not this interpretation should be informed by the inclusion of a credit limit in an 8 agreement to provide credit facilities in respect of supplying building material by the plaintiff to the company. 18. In relation to the issue of interpretation generally, in The Law Society of Ireland v MIBI [2017] IESC 31, at para. 7, O’Donnell J. (as he then was) referred to the following ‘operative principles’ at pp. 114-115 of the judgment of Lord Hoffman in Investors Compensation Scheme Ltd v West Bromwich Building Society [1998] 1 All E.R. 98, [1998] 1 WLR 896 (at pp 912-913) which he observed have been adopted with approval in Irish courts: “(1) Interpretation is the ascertainment of the meaning which the document would convey to a reasonable person having all the background knowledge which would reasonably have been available to the parties in the situation in which they were at the time of the contract. (2) The background was famously referred to by Lord Wilberforce as the ‘matrix of fact,’ but this phrase is, if anything, an understated description of what the background may include. Subject to the requirement that it should have been reasonably available to the parties and to the exception to be mentioned next, it includes absolutely anything which would have affected the way in which the language of the document would have been understood by a reasonable man. (3) The law excludes from the admissible background the previous negotiations of the parties and their declarations of subjective intent. They are admissible only in an action for rectification. The law makes this distinction for reasons of practical policy and, in this respect only, legal interpretation differs from the way we would interpret utterances in ordinary life. The boundaries of this 9 exception are in some respects unclear. But this is not the occasion on which to explore them. (4) The meaning which a document (or any other utterance) would convey to a reasonable man is not the same thing as the meaning of its words. The meaning of words is a matter of dictionaries and grammars; the meaning of the document is what the parties using those words against the relevant background would reasonably have been understood to mean. The background may not merely enable the reasonable man to choose between the possible meanings of words which are ambiguous but even (as occasionally happens in ordinary life) to conclude that the parties must, for whatever reason, have used the wrong words or syntax. . . . (5) The ‘rule’ that words should be given their ‘natural and ordinary meaning’ reflects the commonsense proposition that we do not easily accept that people have made linguistic mistakes, particularly in formal documents. On the other hand, if one would nevertheless conclude from the background that something must have gone wrong with the language, the law does not require judges to attribute to the parties an intention which they plainly could not have had. Lord Diplock made this point more vigorously when he said... “ . . . if detailed semantic and syntactical analysis of words in a commercial contract is going to lead to a conclusion that flouts business common sense, it must be made to yield to business common sense. ”” 19. As referred to earlier, in AIB v McKeown [2017] IEHC 363, Costello J. (as she then was) granted summary judgment on foot of an all sums guarantee and rejected the argument on behalf of the defendants in that case that a fresh guarantee was required to be executed where the plaintiff might restructure facilities of the principal borrower. 10 20. As it happens, the guarantee in AIB v McKeown was a continuing all sums due guarantee up to an amount of €1,650,000. Subject to this monetary limit of €1,650,000, the court held that a fresh guarantee was not required and that the guarantee was not limited to a specific facility but was, as stated, a guarantee expressed to be a continuing ‘all sums due’ guarantee. 21. In this regard Costello J. stated as follows at paras. 36 to 38 of her judgment: “(36) It seems to me that this argument is correct. While the agreement of May, 2013 may well constitute a material variation of the facility in respect of which the guarantee was originally granted in 2009, on its face, that does not discharge the guarantee. The plaintiff was expressly entitled to vary the first named defendant’s facility without obtaining any consent from the guarantor and without thereby affecting its rights or the guarantors’ liability under the guarantee. In my judgment, it is clear that the guarantee has not been discharged by the grant of the facility of May, 2013. (37) Neither has it been discharged by the failure of the bank to obtain an alternative or fresh or additional guarantee. There was no obligation on the bank to do so and a failure to obtain a new guarantee can in no way discharge the existing guarantee. It was not a guarantee limited to a specific facility; but rather was a guarantee expressed to be a continuing all sums due guarantee. (38) The second guarantee was entered into on the 1st December, 2009. It was in identical terms to the guarantee of 2nd March, 2009, save that the limit was €40,000. For the reasons advanced in relation to the guarantee of 2nd March, 2009, I likewise hold that the second guarantee is enforceable and the second named defendant has raised no bona fide defence in relation to the claim advanced by the plaintiff in respect of either guarantee.” 11 22. The issue which arises in this application is whether the correct interpretation of the subject Guarantee can be divined from the plain meaning of its terms alone and whether same are clear and unambiguous or whether its terms are informed by the credit limit in the amount of €10,000 in the Credit Agreement. DISCUSSION AND DECISION 23. To recap, on 19th March 2020, the plaintiff agreed to provide building materials and credit facilities to the company in the terms and conditions set out above. 24. This was signed on behalf of the company by the first named defendant, Eugene Barrett, as “Company owner Director”. 25. The credit in fact increased to the sum of €185,007.14 which was the amount due at the date of the company’s liquidation. 26. By way of separate Guarantee and Indemnity, also dated 19th March 2020, the defendants jointly and severally guaranteed the due payment in full of all sums, including interest, due and owing ‘now and hereafter’ by the company to the plaintiff in respect of goods, credit and other services supplied by the plaintiff to the company. 27. The Guarantee was made and signed by the first and second named defendants (not the company) and it was witnessed. 28. Pursuant to the terms of the Guarantee and Indemnity, each of the defendants agreed to indemnify the plaintiff as primary obligors from and against all actions, losses, claims, costs and liabilities which may be suffered by the plaintiff under and in connection with the Guarantee and Indemnity and/or as a result of a breach by the company of its obligations and liabilities to the plaintiff. 29. In this case, it is accepted that, in separate letters dated 18th August 2023, the plaintiff's solicitors wrote to the defendants calling upon them to comply with their obligations 12 under the Guarantee and Indemnity and discharge the sum due to the plaintiff in the amount of €185,007.14 within a period of seven days. The letters enclosed an up-to-date statement of account. 30. These letters were not replied to in correspondence. After the proceedings issued, the first named defendant addressed these matters, initially in his Affidavit sworn on 1st November 2024 in response to the application for summary judgment which was grounded on the Affidavit of James McWeeney sworn on 20th June 2024. The first named defendant accepts that the company owes the plaintiff the sum of €185,007.14 and, as stated earlier, he contends that the defendants’ liability was limited to the sum of €10,000. 31. It appears that the defendants submitted a cheque to the plaintiff in purported discharge of the amount of €10,000 on or about 2nd March 2023. 32. The defendants’ primary argument is that the entire text of the Guarantee runs to the two pages quoted above and should be interpreted thus. 33. It is submitted on their behalf that the general wording in the second page must be read in conjunction with the specific text of the first page which provides for a “Credit Limit Required” in the sum of €10,000. 34. The defendants’ position is that, while they accept that the company obtained goods from the plaintiff in the total sum of €185,007.14, they were only prepared to guarantee the company’s debts up to a limit of €10,000. 35. In response, it is submitted on behalf of the plaintiff that the reference to “Credit Limit Required” which is set out in the account application form does not form part of the Guarantee executed by the defendants. The terms of the Guarantee are set out on p. 2 as quoted above in the extract referred to earlier in this judgment. 13 36. Accordingly, it is submitted that the Guarantee is “an all sums due” guarantee which guarantees the payment of all sums due by the company to the plaintiff at the time of the execution of the guarantee and also those sums which had become due after the execution of the guarantee. 37. The defendants contend that the matter should be adjourned to plenary hearing, whereas the plaintiff submits that it is entitled to summary judgment in the amount of €185,007.14. 38. On the central issue as between the parties, I do not consider that the defendants are correct in their submission that the Guarantee was limited and capped to the sum of €10,000 contracted for under the ‘Credit Limit Required’ section in the credit application form. 39. Rather, the Guarantee provided that each of the defendants guaranteed on a joint and several basis to pay all sums due and owing by the company to the plaintiff at the time of the execution of the guarantee and thereafter inter alia as follows: “I/We the undersigned (“Guarantor”, such expression to include successors and representatives) by this guarantee and indemnity, hereby guarantee jointly and severally, the due payment in full of all sums (including interest thereon) due and owing now and hereafter by the Company to SIG TRADING (IRELAND) LTD in respect of goods, credit and other services supplied by SIG TRADING (IRELAND) LTD to the Company.” 40. The plain wording of the Guarantee means that it is a continuing guarantee in respect of all sums due, whereby each of the defendants, jointly and severally, guarantee the payment of all sums due by the company to the plaintiff at the time of and after the execution of the Guarantee. 41. There is no ambiguity as to the terms of the Guarantee. In clear and straightforward terms, it provides that the defendants guaranteed the present and future debts of the company to 14 the plaintiff without limitation. There was no limit included in the Guarantee in respect of the liability of the defendants and no such limit can now be implied contrary to the clear and unambiguous terms of the Guarantee. The credit limit is not referenced in the Guarantee which, as stated, is an all sums due guarantee. 42. Further, a collateral contract was not created in this instance. 43. In Tennants Building Products Ltd v O’Connell [2013] IEHC 197 the plaintiff company claimed the sum of €293,841 on foot of a personal guarantee given by the defendant in in respect of admitted obligations incurred by its related company O’Connell Dry Lining Ltd to the plaintiff. Whilst the case involved the question of whether the guarantee was given on foot of a representation by the plaintiff’s agent, the High Court (Hogan J.), at para. 27 of his judgment, summarised the effect of the case-law on collateral contract in the following terms: “…while the courts will permit a party to set up a collateral contract to vary the terms of a written contract, this can only be done by means of cogent evidence, often itself involving (as in Mudd and Galvin) written pre-contractual documents which, it can be shown, were intended to induce the other party into entering the contract. By contrast, generalised assertions regarding verbal assurances given in the course of the contractual negotiations will often fall foul of the parole evidence rule for the reasons offered by McGovern J in [Ulster Bank v Deane [2012] IEHC 248]…” 44. On the facts of the application before me, no form of collateral contract was created at the time of the execution of the unlimited Guarantee, or at any time afterwards, which had the effect of limiting the defendants’ liability under the Guarantee to the sum of €10,000. 45. I do not agree with the contention on behalf of the defendants that the two-page document, quoted above, should be read in that way. There is no basis for seeking to import the credit limit from the credit agreement on p. 1 into the Guarantee on p. 2. The 15 defendants do not argue that any representations were made by or on behalf the plaintiff which would have that effect. The plain meaning of the words of the document are, in my view, clear and unambiguous and provide for an unlimited guarantee by the defendants of the debts owing by the company to the plaintiff. 46. Further, in this case, the fact that the line of credit advanced to the company by the plaintiff increased from the initial limit of €10,000 did not require the execution of a further guarantee by the defendants where the guarantee expressly covered all sums due by the company to the plaintiff and all sums which might subsequently be due by the defendants to the plaintiff as set out by Costello J. (as she then was) in AIB v McKeown [2017] IEHC 363. 47. The defendants have accepted that they executed the Guarantee and that the total amount is due and owing by the company to the plaintiff. Accordingly, for the reasons set out in this judgment, I do not accept the argument made on their behalf that the subject Guarantee was limited in the manner contended for. 48. In the circumstances, therefore, I shall grant judgment in favour of the plaintiff in the sum of €185,007.14 together with interest thereon. PROPOSED ORDER 49. I shall make an order in favour of the plaintiff in the sum of €185,007.14 together with interest thereon. 50. As the plaintiff has been entirely successful, my provisional view is that it is entitled to its costs pursuant to the provisions of ss. 168 and 169 of the Legal Services Regulation Act 2015 and pursuant to the provisions of O. 99 of the (Recast) Rules of the Superior Courts 1986. 16 51. If any of the parties seek a different order, or if any other matters arise, the parties’ solicitors can contact the Registrar and the matter can be mentioned on a date which is mutually convenient. CONLETH BRADLEY 15th April 2026 17