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 power under Section 182 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 injunction as petitioner's continued presence on board is paralysing company business and no irreparable harm is shown.

Citation
[1999] 1 IR 321
Parties
Petitioner: Petitioner (unnamed, shareholder and director of Siac Construction Limited); Respondent: Siac Construction Limited; Respondents: First to Sixth Named Respondents (siblings and Managing Director)
Jurisdiction
Ireland
Procedural Posture
Section 205 Oppression Petition/interlocutory Injunction / Interlocutory Application for Injunction Pending Hearing of Petition
Outcome
Application for interlocutory injunction refused.
Legal Topics
Oppression of Minority Shareholders, Removal of Directors, Fiduciary Duties, Quasi Partnership, Legitimate Expectation
Company Law Equity Oppression of Minority Shareholders Removal of Directors Fiduciary Duties Quasi Partnership Legitimate Expectation

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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)

Respondents

Procedural Posture

Section 205 Oppression Petition/interlocutory Injunction / Interlocutory Application for Injunction Pending Hearing of Petition

Legal Issues

  1. 1 Whether the petitioner is entitled to interlocutory injunction restraining removal as director pending hearing of Section 205 petition
  2. 2 Whether the company is a quasi-partnership
  3. 3 Whether the conduct alleged constitutes oppression or disregard of interests under Section 205

Ratio Decidendi

The court has no jurisdiction to restrain the exercise of the statutory power under Section 182 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 injunction as petitioner's continued presence on board is paralysing company business and no irreparable harm is shown.

Court Disposition

Application for interlocutory injunction refused.

Orders

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