Kelly -v- Kelly & Anor [2012] IEHC 335 (31 July 2012)

Kelly -v- Kelly & Anor [2012] IEHC 335 (31 July 2012)

The petitioner is entitled to costs against the first respondent for all modules of the proceedings as he succeeded in establishing oppression and obtaining the remedy sought; the company is not liable for costs except for the remuneration of the independent valuer. The transfer of properties in specie and remittal of €165,000 by the first respondent to the company is ordered as consideration for the share transfer.

Citation
[2012] IEHC 335
Parties
Petitioner: Edward Gerard Kelly; First Respondent: William Kelly; Second Respondent: Charles Kelly Limited
Jurisdiction
Ireland
Judgment Date
31 July 2012
Procedural Posture
Company Law Petition Under Companies Act / Final Judgment on Costs and Form of Order
Outcome
Petitioner awarded costs against first respondent; order for transfer of properties and payment as consideration for shares; company to pay valuer's remuneration.
Legal Topics
Oppression of Minority Shareholders, Remedies Under Companies Act Section 205, Costs in Complex Litigation, Share Valuation and Transfer
Company Law Oppression of Minority Shareholders Remedies Under Companies Act Section 205 Costs in Complex Litigation Share Valuation and Transfer

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Parties

Edward Gerard Kelly

Petitioner

William Kelly

First Respondent

Charles Kelly Limited

Second Respondent

Procedural Posture

Company Law Petition Under Companies Act / Final Judgment on Costs and Form of Order

Legal Issues

  1. 1 Who is liable for costs in a section 205 Companies Act oppression petition?
  2. 2 What is the appropriate form of order for the transfer of shares and consideration?
  3. 3 Should the company bear any costs or only the parties?

Ratio Decidendi

The petitioner is entitled to costs against the first respondent for all modules of the proceedings as he succeeded in establishing oppression and obtaining the remedy sought; the company is not liable for costs except for the remuneration of the independent valuer. The transfer of properties in specie and remittal of €165,000 by the first respondent to the company is ordered as consideration for the share transfer.

Court Disposition

Petitioner awarded costs against first respondent; order for transfer of properties and payment as consideration for shares; company to pay valuer's remuneration.

Orders

  • First respondent to pay petitioner's costs of the proceedings, excluding remuneration of Deloitte & Touche.
  • Company to pay remuneration of Deloitte & Touche for share valuation.