The High Court has refused an application to decline jurisdiction or stay proceedings in a dispute over who owns shares in Irish company Limited Securities Limited (Liberty). Mr Justice Hanna ruled on 3 March 2006 that the case could proceed in Ireland, but did not decide who owned the shares or whether the alleged transfers were unlawful.
Marco Montani claims that he and his brother Bruno equally inherited the shares in Liberty after their uncle Armando died in 1997. He says his 50 per cent interest was held for him on trust by First Directors Limited, and alleges that a series of transactions, including conspiracy, was an attempt to put the assets beyond his reach. Those are claims, not findings in this judgment.
The judgment records transfers of Liberty shares from First Directors to George Plowman in July 2001, then to Julie Plowman in July 2002, and to Bruno in September 2003. On 1 October 2003, the shares were transferred from Bruno to Simonetta Martiradonna, whom the judgment describes as the ultimate purchaser. Bruno and Martiradonna were not parties to the Irish proceedings at the time of the ruling; applications to join them were pending.
Montani’s Irish action seeks, among other relief, a declaration that he beneficially owns 50 per cent of Liberty’s shares, orders setting aside a transfer, a declaration that First Directors remains trustee for him in respect of alleged proceeds, and damages for conspiracy, breach of trust and breach of duty. The judgment also describes separate civil proceedings in Italy concerning the shares and assets of MG srl, Liberty’s subsidiary, which owns substantial property in Italy.
The court said Montani bore the burden of putting forward material to ground the Irish court’s jurisdiction. It stressed that the jurisdiction inquiry was not a determination of the underlying issues and that the claim could ultimately fail. On the material then before it, the judge concluded that the Brussels Convention applied and that Article 6 supported hearing connected claims together, citing the alleged involvement of Irish-domiciled defendant Raymond Kearney. The judge also held that Article 22 required Irish courts to determine the central issue concerning the validity of company decisions affecting shares in an Irish company.
The court refused the motions to decline jurisdiction or stay the case and considered it illogical to set aside the Master’s order joining Liberty as a defendant. It reserved the question of costs, noting that some allegations might prove unfounded. The matter was adjourned for mention on 9 March 2006; no final decision on ownership or liability was made in this judgment.