O'Gorman v. Kelleher [1999] IEHC 239 (19th July, 1999)

O'Gorman v. Kelleher [1999] IEHC 239 (19th July, 1999)

The balance of convenience favours maintaining the status quo on the Board of Directors pending trial, and the court has power to restrain the first Defendant from exercising voting rights in respect of disputed shares contrary to the interests of the Plaintiffs.

Citation
[1999] IEHC 239
Parties
Plaintiffs: Michael O'Gorman and Others; Defendants: Patrick Kelleher and Others
Jurisdiction
Ireland
Procedural Posture
Plenary Summons and Section 205 Petition / Interlocutory Application for Injunctive Relief
Outcome
Interlocutory injunction granted
Legal Topics
Oppression of Minority Shareholders, Specific Performance of Share Sale Agreement, Directors' Removal, Voting Rights, Pre Emptive Rights in Articles of Association
Company Law Equity Oppression of Minority Shareholders Specific Performance of Share Sale Agreement Directors' Removal Voting Rights Pre Emptive Rights in Articles of Association

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 3 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

Michael O'Gorman and Others

Plaintiffs

Patrick Kelleher and Others

Defendants

Procedural Posture

Plenary Summons and Section 205 Petition / Interlocutory Application for Injunctive Relief

Legal Issues

  1. 1 Whether the court can restrain a registered owner from exercising voting rights contrary to the interests of a purchaser under an enforceable contract for sale of shares
  2. 2 Whether injunctive relief should be granted to prevent removal of directors pending trial
  3. 3 Effect of pre-emptive rights clause on enforceability of share sale contract

Ratio Decidendi

The balance of convenience favours maintaining the status quo on the Board of Directors pending trial, and the court has power to restrain the first Defendant from exercising voting rights in respect of disputed shares contrary to the interests of the Plaintiffs.

Court Disposition

Interlocutory injunction granted

Orders

  • First Defendant restrained from exercising voting rights in respect of disputed shares contrary to the interests of Plaintiffs for six months or until trial, whichever is earlier.
  • Liberty to plead during long vacation.