Case No. IP-2014-000051

84.It is clear from both Richard Burke and John Dooley’s evidence, and I am satisfied, that the Oran Release was an additional release required by Mr Burke, and agreed by Oran, before he would waive his right to the €600,000 Back Pay Judgment. This is supported by the fact that no equivalent release was sought by Richard Burke or given by Oran at the time of the 2012 Redundancy Agreement and 2012 Back Pay Agreement, when, far from waiving the Back Pay Claim, Richard Burke had agreed to settle it for the sum of €120,000. Now, in 2013, Richard Burke was in an even stronger negotiating position. He was holding a judgment, rather than a mere claim, for €600,000, which was in the process of being enforced against Oran by the Sheriff and which he knew Oran would not easily be able to pay. 85.So what was Richard Burke buying, and Oran selling, for a waiver valued at €600,000? The commercial context is, in my judgment, that Richard Burke was seeking a wide-ranging release to enable him draw a line in the sand, end the wider family discord, and get on with his working life as a director and shareholder of Oranmore. Oran was selling a wide release of its claims against Richard Burke, in order to neutralise the Back Pay Judgment and free itself from the threat of enforcement by seizure of assets by the Sheriff’s office or, potentially, issuance of a winding up petition. I am satisfied that each party knew of the commercial imperatives of the other. Of course the subjective intentions of the parties are not relevant in themselves, but common knowledge of both parties is part of the background knowledge held by the reasonable person.