Flynn & anor -v- Breccia & anor [2015] IEHC 547 (13 August 2015)

Flynn & anor -v- Breccia & anor [2015] IEHC 547 (13 August 2015)

The shareholders' agreement does not contain an implied term prohibiting a shareholder from acquiring another's loan or enforcing security. Breccia validly acquired Benray's loan, validly called in the loan, and validly appointed the receiver. The receiver's actions were lawful. There was no actionable conspiracy. Plaintiffs are not entitled to relief or damages. Breccia is entitled to judgment for monies due under the loan facility.

Citation
[2015] IEHC 547
Parties
Plaintiff: John Flynn; Plaintiff: Benray Limited; Defendant: Breccia; Defendant: Michael McAteer
Jurisdiction
Ireland
Judgment Date
13 August 2015
Procedural Posture
Commercial Dispute / Final Judgment
Outcome
Plaintiffs' claims dismissed. Counterclaim allowed.
Legal Topics
Shareholders' Agreements, Implied Terms, Good Faith, Pre Emption Rights, Appointment of Receiver, Conspiracy, Loan Assignment, Breach of Contract
Company Law Contract Law Equity Tort Law Shareholders' Agreements Implied Terms Good Faith Pre Emption Rights +4 more

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Parties

John Flynn

Plaintiff

Benray Limited

Plaintiff

Breccia

Defendant

Michael McAteer

Defendant

Procedural Posture

Commercial Dispute / Final Judgment

Legal Issues

  1. 1 Construction of shareholders' agreement and implied terms
  2. 2 Validity of loan acquisition and enforcement
  3. 3 Validity of receiver appointment

Ratio Decidendi

The shareholders' agreement does not contain an implied term prohibiting a shareholder from acquiring another's loan or enforcing security. Breccia validly acquired Benray's loan, validly called in the loan, and validly appointed the receiver. The receiver's actions were lawful. There was no actionable conspiracy. Plaintiffs are not entitled to relief or damages. Breccia is entitled to judgment for monies due under the loan facility.

Court Disposition

Plaintiffs' claims dismissed. Counterclaim allowed.

Orders

  • Declaration that appointment of receiver was lawful, valid and effective.
  • Judgment in favour of Breccia against Benray for €8,744,853.