The Supreme Court dismissed three appeals brought by Bula Limited (in receivership), Bula Holdings and directors Richard Wood and Michael Wymes, and struck out a fourth. The appeals concerned the court-approved sale of Bula’s orebody to Tara Mines Limited and later attempts to delay or challenge completion of that sale.
In a judgment delivered on 11 April 2003, Denham J. said the Receiver, Laurence Crowley, had taken reasonable care to obtain the best price reasonably available when he agreed to sell the mine for IR£27.5 million. The court dismissed the appeal against the High Court’s order approving the sale under section 316 of the Companies Act 1963 and affirmed that order.
The plaintiffs had argued that the sale was undervalued, that there was no specialist valuer, that the Receiver had failed to use Bula’s bargaining position with Tara, and that he went to market at the wrong time. The Supreme Court rejected those arguments. It said the Receiver had used mining consultants International Mining Consultants, advertised internationally, contacted 60 mining companies and followed up with parties that had expressed interest. Although 45 parties replied and 12 visited a data room, Tara was the only party to submit a bid. The court said the marketing process exposed the mine to the relevant market and that the statutory test concerned the best price reasonably obtainable at the time, not a separate valuation or a price based on the mine’s value to one buyer.
The court also rejected the challenge to the High Court’s refusal to adjourn the sale approval hearing for cross-examination and discovery. It held that cross-examination in a section 316 application was a matter for the court’s discretion, rather than an automatic right, and found no basis to overturn the High Court’s decision.
A separate appeal over refusal of a stay was struck out as moot: the sale had been completed and the Supreme Court had upheld the sale order. The court said the High Court could grant a stay after an order had been perfected, and a party could apply to the Supreme Court if that request failed.
The court dismissed an appeal against refusal of injunctions, finding it moot and saying it was an inappropriate attempt to raise again a stay issue already decided. It also dismissed as unstatable the appeal seeking amendments to the perfected order, after the High Court judge found that the order accurately reflected his judgment.