The High Court has declared the dissolution of Walsh Maguire & O’Shea Ltd void, allowing the company to be restored to members’ voluntary liquidation. The order enables Brendan Loughnane to pursue a claim against the company, but the court did not decide whether the company was responsible for the alleged damage or whether the claim is time-barred.
Loughnane applied under section 310 of the Companies Act 1963, saying he was a contingent creditor because of plenary proceedings he had brought in 2004. He alleged that construction work at 45 Bolton Street caused trespass and other damage to his property at 46 Bolton Street, Dublin. The judgment records that a statement of claim was not delivered in those proceedings, although a draft was exhibited in the dissolution application.
The company began a voluntary winding up in February 2007. Its liquidator filed documents to complete the process in March 2010, reporting distributions of more than €1 million to members. The company was dissolved with effect from 8 June 2010. Loughnane’s petition to void the dissolution was presented on 8 June 2011, within the two-year statutory period.
Former member Crohan John O’Shea opposed the application. He argued that Loughnane had sued the wrong company and that Walsh Maguire & Co. Ltd had carried out the construction work. The judge found that O’Shea had raised a genuine factual dispute, but said it could not be resolved on this application. She also declined to decide whether fresh proceedings would be time-barred, whether Loughnane could prove a claim in the liquidation, or whether the company could be prevented from denying responsibility for the works.
The judge ruled that the earlier plenary proceedings would not revive when the dissolution was voided. The order would restore the company to the state it was in before dissolution, and any claim would have to be pursued through an appropriate route. The court did not decide which route would succeed.
Laffoy J found that Loughnane had standing and that his claim was not “merely shadowy”, the test for a legitimate purpose under section 310. She said the company had not sought to have the proceedings dismissed for delay before it was dissolved, and it would not be just or equitable to refuse restoration on that ground.
The dissolution was declared void on terms concerning costs. If Loughnane is unsuccessful in his claim against the company, O’Shea will be entitled to his costs of the application on a solicitor-and-client basis. The remaining costs were reserved. The court declined to appoint an accountant nominated by Loughnane as liquidator; the company would return to members’ voluntary liquidation, with Charles Carri resuming as liquidator unless unwilling, in which case the members would decide who should serve.