Glynn & anor v Owen & ors [2012] IESC 15 (23 February 2012)

Glynn & anor v Owen & ors [2012] IESC 15 (23 February 2012)

The plaintiffs could not maintain a derivative action because the alleged wrongdoers (Owens) were not in control of the company; Mr. Leyland acted independently and was not a wrongdoer. Therefore, the exception to the rule in Foss v Harbottle did not apply, nor did any broader exception in the interests of justice.

Citation
[2012] IESC 15
Parties
Plaintiff/appellant: James Glynn; Plaintiff/appellant: Kevin McCabe; Defendant/respondent: Jonathan Owen; Defendant/respondent: Allan Owen; Defendant/respondent: Stephen Leyland; Defendant/respondent: Fatstrippa Holding Company; Defendant/respondent: Fatstrippa Corporation Limited
Jurisdiction
Ireland
Judgment Date
23 February 2012
Procedural Posture
Civil Appeal / Supreme Court Judgment on Appeal From High Court Preliminary Issue
Outcome
Appeal dismissed
Legal Topics
Derivative Actions, Rule in Foss V Harbottle, Exceptions to Foss V Harbottle, Control of Company, Minority Shareholder Rights
Company Law Derivative Actions Rule in Foss V Harbottle Exceptions to Foss V Harbottle Control of Company Minority Shareholder Rights

Case Brief

Summary, issues, holding and outcome

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Parties

James Glynn

Plaintiff/appellant

Kevin McCabe

Plaintiff/appellant

Jonathan Owen

Defendant/respondent

Allan Owen

Defendant/respondent

Stephen Leyland

Defendant/respondent

Fatstrippa Holding Company

Defendant/respondent

Fatstrippa Corporation Limited

Defendant/respondent

Procedural Posture

Civil Appeal / Supreme Court Judgment on Appeal From High Court Preliminary Issue

Legal Issues

  1. 1 Whether the plaintiffs could maintain a derivative action on behalf of the company against certain directors/shareholders under the exception to the rule in Foss v Harbottle
  2. 2 Whether the alleged wrongdoers were in control of the company so as to justify the exception
  3. 3 Whether a broader exception in the interests of justice applied

Ratio Decidendi

The plaintiffs could not maintain a derivative action because the alleged wrongdoers (Owens) were not in control of the company; Mr. Leyland acted independently and was not a wrongdoer. Therefore, the exception to the rule in Foss v Harbottle did not apply, nor did any broader exception in the interests of justice.

Court Disposition

Appeal dismissed

Orders

  • Order of the High Court affirmed
  • No order for costs