Outdoor Advertising Services Ltd., Re [1997] IEHC 201 (28th January, 1997)

Outdoor Advertising Services Ltd., Re [1997] IEHC 201 (28th January, 1997)

Mr. and Mrs. Whelan failed to establish that they acted honestly and responsibly in relation to two payments made to benefit themselves and companies owned by them, at the expense of the company's creditors, during a period of insolvency and after takeover negotiations had effectively broken down. The court is therefore required to make a disqualification declaration against them.

Citation
[1997] IEHC 201
Parties
Company in Liquidation: Outdoor Advertising Services Ltd.; Director/applicant: Mr. Whelan; Director/applicant: Mrs. Whelan; Alleged Director/respondent: Mr. Martin Ryan
Jurisdiction
Ireland
Procedural Posture
Application Under Section 150 of the Companies Act 1990 / Judgment on Application for Director Disqualification
Outcome
Declaration made against Mr. and Mrs. Whelan; no declaration against Mr. Martin Ryan.
Legal Topics
Director Disqualification, Insolvent Trading, Fiduciary Duties, Liquidation
Company Law Insolvency Director Disqualification Insolvent Trading Fiduciary Duties Liquidation

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Parties

Outdoor Advertising Services Ltd.

Company in Liquidation

Mr. Whelan

Director/applicant

Mrs. Whelan

Director/applicant

Mr. Martin Ryan

Alleged Director/respondent

Procedural Posture

Application Under Section 150 of the Companies Act 1990 / Judgment on Application for Director Disqualification

Legal Issues

  1. 1 Whether Mr. and Mrs. Whelan acted honestly and responsibly as directors of Outdoor Advertising Services Ltd. in the period leading to liquidation
  2. 2 Whether Mr. Martin Ryan was a de facto director and subject to disqualification

Ratio Decidendi

Mr. and Mrs. Whelan failed to establish that they acted honestly and responsibly in relation to two payments made to benefit themselves and companies owned by them, at the expense of the company's creditors, during a period of insolvency and after takeover negotiations had effectively broken down. The court is therefore required to make a disqualification declaration against them.

Court Disposition

Declaration made against Mr. and Mrs. Whelan; no declaration against Mr. Martin Ryan.

Orders

  • Mr. and Mrs. Whelan are declared not to act as directors of any company for five years under section 150 of the Companies Act 1990.
  • No order is made against Mr. Martin Ryan.