Fyffes Plc -v- DCC Plc & ors [2007] IESC 36 (27 July 2007)

Fyffes Plc -v- DCC Plc & ors [2007] IESC 36 (27 July 2007)

The Supreme Court held that the High Court erred in law by applying a 'reasonable investor' test and offsetting factors not found in the statute. The correct test is whether the information, if generally available, would be likely materially to affect the share price, assessed objectively. The information in the November and December 1999 Trading Reports was price-sensitive within the meaning of s.108 of the Companies Act 1990.

Citation
[2007] IESC 36
Parties
Plaintiff/appellant: Fyffes Plc; Defendant/respondent: DCC Plc; Defendant/respondent: S & L Investments Limited; Defendant/respondent: James Flavin; Defendant/respondent: Lotus Green Limited
Jurisdiction
Ireland
Judgment Date
27 July 2007
Procedural Posture
Civil Appeal / Supreme Court Judgment on Appeal From High Court
Outcome
Appeal allowed
Legal Topics
Insider Dealing, Price Sensitive Information, Civil Liability Under Companies Act 1990, Interpretation of Statutory Tests, Market Abuse Directive
Company Law Securities Regulation Insider Dealing Price Sensitive Information Civil Liability Under Companies Act 1990 Interpretation of Statutory Tests Market Abuse Directive

Case Brief

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Parties

Fyffes Plc

Plaintiff/appellant

DCC Plc

Defendant/respondent

S & L Investments Limited

Defendant/respondent

James Flavin

Defendant/respondent

Lotus Green Limited

Defendant/respondent

Procedural Posture

Civil Appeal / Supreme Court Judgment on Appeal From High Court

Legal Issues

  1. 1 Whether information in November and December 1999 Trading Reports was price-sensitive within the meaning of s.108 of the Companies Act 1990
  2. 2 Whether the High Court erred in applying a 'reasonable investor' test and offsetting factors in determining price-sensitivity
  3. 3 Whether the statutory test is objective and based on likely material effect on share price

Ratio Decidendi

The Supreme Court held that the High Court erred in law by applying a 'reasonable investor' test and offsetting factors not found in the statute. The correct test is whether the information, if generally available, would be likely materially to affect the share price, assessed objectively. The information in the November and December 1999 Trading Reports was price-sensitive within the meaning of s.108 of the Companies Act 1990.

Court Disposition

Appeal allowed

Orders

  • High Court decision set aside
  • Declaration that the information was price-sensitive within the meaning of s.108 Companies Act 1990