Feighery v. Feighery [1998] IEHC 31; [1999] 1 IR 321 (25th February, 1998)

Feighery v. Feighery [1998] IEHC 31; [1999] 1 IR 321 (25th February, 1998)

The court has no jurisdiction to restrain the exercise of the statutory right under Section 182 Companies Act, 1963 to remove a director by ordinary resolution, even if an arguable case for oppression or breach of fiduciary duty exists; balance of convenience favours refusal of injunctive relief as petitioner's continued presence is paralysing company business and no irreparable harm is shown.

Citation
[1998] IEHC 31
Parties
Petitioner: Petitioner (unnamed, shareholder and director of Siac Construction Limited); Respondent: Siac Construction Limited; Respondent: First to Sixth Named Respondents (siblings and Managing Director)
Jurisdiction
Ireland
Procedural Posture
Interlocutory Application Under Section 205 Companies Act, 1963 / Ruling on Application for Interlocutory Injunction
Outcome
Application refused
Legal Topics
Oppression of Minority Shareholders, Removal of Directors, Fiduciary Duties, Quasi Partnership Doctrine, Legitimate Expectation
Company Law Equity Oppression of Minority Shareholders Removal of Directors Fiduciary Duties Quasi Partnership Doctrine Legitimate Expectation

Case Brief

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Parties

Petitioner (unnamed, shareholder and director of Siac Construction Limited)

Petitioner

Siac Construction Limited

Respondent

First to Sixth Named Respondents (siblings and Managing Director)

Respondent

Procedural Posture

Interlocutory Application Under Section 205 Companies Act, 1963 / Ruling on Application for Interlocutory Injunction

Legal Issues

  1. 1 Whether the petitioner is entitled to interlocutory relief restraining removal as director pending hearing of the petition
  2. 2 Whether the company is a quasi-partnership
  3. 3 Whether conduct amounts to oppression under Section 205 Companies Act, 1963

Ratio Decidendi

The court has no jurisdiction to restrain the exercise of the statutory right under Section 182 Companies Act, 1963 to remove a director by ordinary resolution, even if an arguable case for oppression or breach of fiduciary duty exists; balance of convenience favours refusal of injunctive relief as petitioner's continued presence is paralysing company business and no irreparable harm is shown.

Court Disposition

Application refused

Orders

  • Petitioner's application for interlocutory injunction restraining removal as director is refused.
  • Interlocutory applications in plenary action adjourned to trial; positions on costs reserved.