Appeal dismissed and consequential orders made in oppression proceedings

By: James Cross BL

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Court of Appeal dismisses appeal in company law 'oppression' proceedings and orders that: as property transfers in specie are simply not possible, the company must pay the sum of €339,000 to respondent as consideration for the purchase by the company of his shareholding; and the sum of €165,000 directed by the High Court to be paid by the respondent to the company shall be set off against the said sum, with a stay on the payment by the company to the respondent for six months or until adjudication of costs is finalised.

Court of Appeal – company law - “oppression” proceedings – appeals dismissed – implementation of part of the order – costs of the proceedings – valuations of the four properties - High Court orders and judgments – four properties were transferred by the Company in specie to the first respondent as consideration for the shares of which he is beneficial owner, subject, however, to the first respondent remitting the sum of €165,000 to the Company - revaluation – failed to pay sum as ordered – adjournment application - what orders should now be made - appropriate course for this court to take is to direct appropriate payment - recent valuations cannot now be deployed to suggest a revaluation of his shares - inappropriate for this court to grant the benefit of any uplift in value of the four properties – property transfers in specie are simply not possible - Company do pay the sum of €339,000 to respondent as consideration for the purchase by the Company of his shareholding in the Company - interest – no application for Court’s interest – no stay sought - court should not exercise such discretion as it may have to adjust the High Court order by granting statutory interest on the sum of €165,000, or the sum of €339,000 payable – costs of legal proceedings – stay for six months from the date of perfection of this order or until adjudication finalised - appeal dismissed – petitioner granted costs of High Court – pay the costs of valuation report – application for Courts Act interest refused –

Note: This is intended to be a fair and accurate report of a decision made public by a court of law. Any errors should be notified to the editor and will be dealt with accordingly.

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