New-Ad Advertising Ltd., Re [1997] IEHC 219 (1st July, 1997)

New-Ad Advertising Ltd., Re [1997] IEHC 219 (1st July, 1997)

Mr McNulty, as director and majority shareholder, acted oppressively and in disregard of the petitioner's interests by treating the company and related companies as his own, failing to collect royalties, dissipating assets, failing to keep proper records, and breaching agreements. The only just remedy is to order Mr McNulty to buy out the petitioner's shares at the value they would have had but for the oppression.

Citation
[1997] IEHC 219
Parties
Petitioner: Vincent Kelly; Respondent Company: New-Ad Advertising Ltd.; Director/majority Shareholder/respondent (order Made Against): George McNulty
Jurisdiction
Ireland
Procedural Posture
Section 205 Companies Act 1963 Petition (oppression of Minority Shareholder) / Final Judgment
Outcome
Petition allowed. Order made against Mr McNulty to purchase petitioner's shares at fair value.
Legal Topics
Oppression of Minority Shareholders, Share Valuation, Director's Duties, Remedies Under Companies Act 1963 S.205
Company Law Oppression of Minority Shareholders Share Valuation Director's Duties Remedies Under Companies Act 1963 S.205

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Parties

Vincent Kelly

Petitioner

New-Ad Advertising Ltd.

Respondent Company

George McNulty

Director/majority Shareholder/respondent (order Made Against)

Procedural Posture

Section 205 Companies Act 1963 Petition (oppression of Minority Shareholder) / Final Judgment

Legal Issues

  1. 1 Whether the affairs of New-Ad Advertising Ltd. were conducted in an oppressive manner or in disregard of the interests of the petitioner as a member under section 205 of the Companies Act 1963
  2. 2 What is the appropriate remedy for the established oppression

Ratio Decidendi

Mr McNulty, as director and majority shareholder, acted oppressively and in disregard of the petitioner's interests by treating the company and related companies as his own, failing to collect royalties, dissipating assets, failing to keep proper records, and breaching agreements. The only just remedy is to order Mr McNulty to buy out the petitioner's shares at the value they would have had but for the oppression.

Court Disposition

Petition allowed. Order made against Mr McNulty to purchase petitioner's shares at fair value.

Orders

  • Mr McNulty to pay £67,200 to the petitioner forthwith for his 10% shareholding in New-Ad Advertising Ltd.
  • On payment, petitioner to transfer his shares to Mr McNulty.