The High Court found that the centre of main interests of Harley Medical Group (Ireland) Limited was in Ireland, giving it jurisdiction to open main insolvency proceedings. It said a winding-up order would follow once the company filed an amended petition and a short affidavit verifying the amendments.
In a judgment delivered on 16 May 2013, Ms Justice Laffoy said the company’s British Virgin Islands registered office created a presumption that its centre of main interests was there. But evidence that its business and administration had been conducted in Ireland since 1999 rebutted that presumption. The company’s only place of business, employees, bank account and treasury were in Ireland, and its activities and statutory filings here were ascertainable by third parties.
The company had petitioned to wind itself up, saying it was insolvent and unable to pay its debts. The court was satisfied that it could not pay its debts and that the statutory ground for winding up was established. The petition also relied on the just and equitable ground.
Six former patient claimants opposed the order, arguing that the Insolvency Regulation applied and that the company’s centre of main interests was outside Ireland. They pointed to links with the UK, including the company’s association with a separate UK company, shared branding, patient documents referring to English law, and the fact that the UK company had entered administration. The judge treated the two companies as separate legal entities and found the evidence did not displace the company’s Irish centre of main interests.
The judgment records 158 former patient claims as contingent liabilities, at least 140 of them arising from breast implant operations using implants supplied by French company PIP. The company’s director said insurers had advised that cover did not extend to product liability claims involving third-party products. The potential claims were unquantified and could, he said, add several million euro to the company’s liabilities.
The court directed the company to present an amended petition stating that the Insolvency Regulation applied, setting out the Irish centre of main interests and addressing whether insolvency proceedings had been opened in another EU member state. The order to wind up the company and appoint Stephen Tennant of Grant Thornton as official liquidator was conditional on those procedural steps. The judgment also left open the possibility of an argument during the winding-up process that the court’s assumption about the applicable statutory framework was incorrect.