Skytours Travel Ltd -v Companies Acts [2011] IEHC 517 (29 July 2011)

Skytours Travel Ltd -v Companies Acts [2011] IEHC 517 (29 July 2011)

The respondent's conduct in expropriating company funds, failing to keep proper accounts, and causing the company to bear tax liabilities without the petitioner's knowledge or consent constituted ongoing oppression and disregard of the petitioner's interests under s.205. The appropriate remedy is a declaration of oppression and an order compelling the respondent to purchase the petitioner's shares at a fair value, calculated as 5.3% of the aggregate loss to the company (misappropriated funds plus Revenue settlement), discounted by 50% for minority status, plus the par value paid by the petitioner.

Citation
[2011] IEHC 517
Parties
Petitioner: Mark Edmond Doyle; Respondent: John Bergin
Jurisdiction
Ireland
Judgment Date
29 July 2011
Procedural Posture
Oppression Petition Under Companies Act / Final Judgment
Outcome
Petition allowed. Declaration of oppression granted. Order for purchase of shares.
Legal Topics
Oppression of Minority Shareholders, Share Valuation, Director Duties, Legal Professional Privilege, Remedies Under Companies Act S.205
Company Law Oppression of Minority Shareholders Share Valuation Director Duties Legal Professional Privilege Remedies Under Companies Act S.205

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Parties

Mark Edmond Doyle

Petitioner

John Bergin

Respondent

Procedural Posture

Oppression Petition Under Companies Act / Final Judgment

Legal Issues

  1. 1 Whether the affairs of Skytours Travel Ltd. were conducted in a manner oppressive to the petitioner or in disregard of his interests as a member under s.205 of the Companies Act 1963
  2. 2 What is the appropriate remedy and valuation method for the petitioner's minority shareholding

Ratio Decidendi

The respondent's conduct in expropriating company funds, failing to keep proper accounts, and causing the company to bear tax liabilities without the petitioner's knowledge or consent constituted ongoing oppression and disregard of the petitioner's interests under s.205. The appropriate remedy is a declaration of oppression and an order compelling the respondent to purchase the petitioner's shares at a fair value, calculated as 5.3% of the aggregate loss to the company (misappropriated funds plus Revenue settlement), discounted by 50% for minority status, plus the par value paid by the petitioner.

Court Disposition

Petition allowed. Declaration of oppression granted. Order for purchase of shares.

Orders

  • Declaration that the affairs of Skytours Travel Ltd. are being conducted in a manner oppressive to the petitioner and in disregard of his interests.
  • Order directing the respondent to purchase the petitioner's 1,580 shares for €58,769.74 by 16 September 2011.