Keaney v Sullivan & Ors [2007] IEHC 8 (16 January 2007)

Claims of fraud, deceit, misrepresentation, and undue influence are not sufficiently particularised and must be struck out; plaintiff cannot pursue derivative actions or rectification of share register after share transfer; claims for breach of fiduciary duty by directors to shareholders are unsustainable absent special circumstances; only certain breach of contract and negligence claims survive.

Citation: [2007] IEHC 8
Parties: Plaintiff: Vincent Keaney; First Defendant: James Sullivan; Second Defendant: Joan Sullivan; Third Defendant: St. John Culligan; Fourth Defendant: Michael Nolan; Fifth Defendant: Titanic Queenstown Trading Company Limited (in liquidation); Sixth Defendant: Magpie International Holding Company Limited (in liquidation); Seventh Defendant: Titanic Queenstown Memorabila Limited (in liquidation); Eighth Defendant: Allied Irish Banks PLC; Ninth Defendant: Q. E. F. Global Limited; Tenth Defendant: Roger Duncan; Eleventh Defendant: Geoffrey Lewis; Twelfth Defendant: David Marsh; Thirteenth Defendant: Tom Moore; Fourteenth Defendant: Declan O’Luanaigh; Fifteenth Defendant: Neil Payne; Sixteenth Defendant: David Isaacson (carrying on practice under the style and title of Ormsby Rhodes and BKR Ormsby Rhodes); Seventeenth Defendant: Tregan Properties Limited; Eighteenth Defendant: Julia Nolan
Jurisdiction: Ireland
Judgment Date: 16 January 2007
Procedural Posture: Plenary Summons / Ruling on Motions to Strike Out Pleadings
Outcome: Majority of plaintiff's claims struck out; only limited breach of contract and negligence claims survive against certain defendants.
Legal Topics: Pleading Requirements, Fraud and Misrepresentation, Breach of Contract, Corporate Veil, Derivative Actions, Rectification of Share Register, Rule in Foss V. Harbottle, Director Duties, Stamp Duty, Share Transfers

Civil Procedure Company Law Contract Law Pleading Requirements Fraud and Misrepresentation Breach of Contract Corporate Veil Derivative Actions +5 more

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Parties

Vincent Keaney

Plaintiff

James Sullivan

First Defendant

Joan Sullivan

Second Defendant

St. John Culligan

Third Defendant

Michael Nolan

Fourth Defendant

Titanic Queenstown Trading Company Limited (in liquidation)

Fifth Defendant

Magpie International Holding Company Limited (in liquidation)

Sixth Defendant

Titanic Queenstown Memorabila Limited (in liquidation)

Seventh Defendant

Allied Irish Banks PLC

Eighth Defendant

Q. E. F. Global Limited

Ninth Defendant

Roger Duncan

Tenth Defendant

Geoffrey Lewis

Eleventh Defendant

David Marsh

Twelfth Defendant

Tom Moore

Thirteenth Defendant

Declan O’Luanaigh

Fourteenth Defendant

Neil Payne

Fifteenth Defendant

David Isaacson (carrying on practice under the style and title of Ormsby Rhodes and BKR Ormsby Rhodes)

Sixteenth Defendant

Tregan Properties Limited

Seventeenth Defendant

Julia Nolan

Eighteenth Defendant

Procedural Posture

Plenary Summons / Ruling on Motions to Strike Out Pleadings

Legal Issues

1 Whether plaintiff's claims of fraud, deceit, misrepresentation, and undue influence are sufficiently particularised under O. 19, r. 5(2)
2 Whether claims disclose reasonable causes of action or are frivolous/vexatious/unsustainable
3 Application of rule in Foss v. Harbottle to shareholder claims

Ratio Decidendi

Court Disposition

Majority of plaintiff's claims struck out; only limited breach of contract and negligence claims survive against certain defendants.

Orders

All claims against third defendant struck out.
All claims against fourth defendant struck out except breach of contract (Pollyexfen Design Limited debts), deed of assignment (Scotts Buildings), and breach of contract (Tregan Building) subject to amendment.