The High Court ruled that Anne Marie Glennon was not, and had never been, a director of Linden Limited, rejecting her claim that a 1988 company filing established her appointment. It also found that Louise Heatherly owned one of the company’s two issued shares.
The judgment, delivered by Mr Justice McGovern on 9 February 2007, followed a dispute over the company’s directors and shareholding. Linden sought declarations that Glennon was not a director and that Heatherly and solicitor Dermot P. Coyne were its directors. Glennon counterclaimed that she was the company’s only lawfully appointed director and challenged the appointments of Heatherly and Coyne. She had also claimed to have invested IR£50,000 in return for a directorship and a beneficial half share, but told the court she was not claiming to own a company share.
Glennon relied on a B9 form that purported to record her appointment. The judge found the document unreliable and described it as a fiction. It appeared to appoint her from 25 July 1973, when she was 13 and had not yet met Maurice Cully, and incorrectly recorded Richard Devlin as resigning when Glennon was appointed. The reconstructed company records and witness evidence instead showed Devlin had been replaced by Desmond Waddick in 1984.
The judge also noted that Glennon did not claim to be a director until her solicitors wrote to the company’s auditor in November 2001. A document in her handwriting from 1996 described Cully and Heatherly as Linden’s directors. The court found no reliable evidence that Glennon had acted as a director or been properly appointed.
On the disputed second share, the judge accepted evidence that Waddick had held it in trust for Heatherly as a minor and later transferred it to her outright on Cully’s instructions. The judge found that Heatherly owned the share and did not hold it in trust for Cully. The other issued share was held by Coyne, as executor of Cully’s estate, for the benefit of the estate, according to the judgment’s summary.
The judgment’s stated conclusions were that Glennon was not and never had been a director, and that Heatherly owned one issued share while Coyne held the other as executor. The source excerpt does not set out the formal orders made on the company’s requested declarations or Glennon’s counterclaim for other relief.