The High Court has struck out most claims brought by Vincent Keaney over the Titanic Bar business and related property and share transactions, but allowed three limited claims against James Sullivan to continue.
In a judgment delivered on 16 January 2007, Ms Justice Finlay Geoghegan considered applications by defendants to strike out claims in proceedings brought by plenary summons in 2006. The court assessed the claims as pleaded, including proposed amendments delivered by Keaney without leave shortly before the hearing. It did not decide the merits of the surviving claims.
The dispute arose from a venture formed in 2000 to operate the Titanic Bar in Scotts Building, Cobh. Keaney and Michael Nolan held 49% and 51% of Titanic Queenstown Trading Company Limited respectively. In 2003, Keaney transferred his shares to Nolan and entered transactions concerning the premises. Keaney sought to set aside transactions from 2000 and 2003, alleging, among other things, fraud, misrepresentation and irregularities.
The judge struck out fraud, deceit, misrepresentation and undue influence claims against Nolan and St. John Culligan because they lacked the particulars required by the court rules. She allowed Keaney to pursue allegations concerning the date and consideration recorded in a deed assigning his interest in Scotts Building, against Nolan and Julia Nolan. Those allegations remain untested. A related claim against Culligan was struck out because the deed showed he was not a party to it.
Claims challenging the transfer of Keaney’s 49% shareholding, subsequent dealings in those shares and the company’s share register were struck out. The court treated the executed share transfer as not open to challenge in these proceedings. It also struck out claims alleging that the company was a sham, seeking to pierce the corporate veil, or seeking to pursue company claims through a derivative action. The judge held that Keaney, having transferred his shares, could not bring those claims as a shareholder.
The surviving claims against Nolan are a claim for damages for breach of contract concerning alleged 2000 agreements about Pollyexfen Design Limited’s debts; a claim concerning the Scotts Building deed; and a claim for damages for breach of an alleged agreement about the Tregan Building. The last must be amended to plead and particularise loss and damage. Claims against the first defendant, James Sullivan, for damages for breach of contract and/or negligence also remain.
The court struck out all claims against several other defendants, including Allied Irish Banks plc and the tenth to sixteenth defendants, who were partners of Ormsby Rhodes. It did not decide whether Keaney might obtain relevant bank documents through third-party discovery. The fifth, sixth and seventh defendants, companies in liquidation, had filed a defence and sought no relief on these applications.