Phelan v. Goodman [2001] IEHC 142 (11th September, 2001)

Phelan v. Goodman [2001] IEHC 142 (11th September, 2001)

The 1987 transaction constituted a disposal of Mr. El Taher’s beneficial interest in the shares, breaching the 1986 agreements. The joint venture agreement automatically and absolutely ceased as of 15 April 1987. The Plaintiff’s claim for personal loss is not barred at this stage by the rule in Foss v Harbottle, as the pleadings allege personal damage sufficient to allow the claim to proceed.

Citation
[2001] IEHC 142
Parties
Plaintiff: Pascal Phelan; First Named Defendant: Lawrence Goodman; Second Named Defendant: Zakaria El Taher
Jurisdiction
Ireland
Procedural Posture
Civil / Preliminary Issues Before Oral Evidence in Plenary Hearing
Outcome
Preliminary issues determined; claim may proceed to oral evidence on outstanding matters.
Legal Topics
Joint Venture Agreements, Shareholder Rights, Breach of Contract, Conspiracy, Fraudulent Misrepresentation, Rule in Foss V Harbottle, Derivative Actions
Contract Law Company Law Equity Joint Venture Agreements Shareholder Rights Breach of Contract Conspiracy Fraudulent Misrepresentation +2 more

Case Brief

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Parties

Pascal Phelan

Plaintiff

Lawrence Goodman

First Named Defendant

Zakaria El Taher

Second Named Defendant

Procedural Posture

Civil / Preliminary Issues Before Oral Evidence in Plenary Hearing

Legal Issues

  1. 1 Whether the 1987 acquisition by Mr. Goodman breached the 1986 joint venture agreement
  2. 2 Legal effect of the 1987 agreement on the 1986 joint venture agreement
  3. 3 Application of the rule in Foss v Harbottle and the effect of O’Neill v Ryan

Ratio Decidendi

The 1987 transaction constituted a disposal of Mr. El Taher’s beneficial interest in the shares, breaching the 1986 agreements. The joint venture agreement automatically and absolutely ceased as of 15 April 1987. The Plaintiff’s claim for personal loss is not barred at this stage by the rule in Foss v Harbottle, as the pleadings allege personal damage sufficient to allow the claim to proceed.

Court Disposition

Preliminary issues determined; claim may proceed to oral evidence on outstanding matters.

Orders

  • Court finds breach of the 1986 agreement by Mr. El Taher as induced by Mr. Goodman.
  • Joint venture agreement deemed terminated as of 15 April 1987.