The High Court dismissed a petition to wind up Silverhold Limited, finding that the company had not established a good-faith, substantial dispute over €66,550 of a €96,800 fees claim. The petition was dismissed because a proposed cross-claim against the petitioner was genuine and serious, and related proceedings over the sale of An Sibin were already under way.
The petition was brought by Gilroy Gannon, chartered accountants and registered auditors, after Silverhold did not comply with a statutory demand dated 9 November 2009. The company disputed the fees, which related to professional services for Silverhold and Leftbrook Limited during a proposed restructuring connected with the sale of An Sibin. Leftbrook owned the licensed premises in Cavan.
The claimed debt comprised €66,550, including VAT, under a June 2008 invoice, and a further €30,250, including VAT, claimed under a November 2008 invoice. The court was satisfied that Silverhold had accepted liability for the June invoice, including through an October 2008 letter in which its director, Kieran McKenna, confirmed that the company would discharge the fees. Silverhold also agreed to a bank loan to pay that invoice, but the repayment direct debit was cancelled. The court found the company had not shown that it disputed this portion of the debt in good faith and on substantial grounds.
The court reached a different view on the November invoice. There was no evidence that Silverhold had acknowledged liability for it, and the court found it was not possible to conclude that the company’s dispute over that part was not in good faith and on substantial grounds.
McKenna alleged that Gilroy Gannon had been negligent, breached its contract and acted improperly by advising parties with conflicting interests. The court described the allegations as general and lacking particulars, and said it had formed no view on their merits. It nevertheless found the proposed claim serious and genuine. A separate dispute between Leftbrook and Canice Nicholas over the An Sibin sale was already before the courts. The evidence conflicted over what Gilroy Gannon’s partners knew about the sale agreement and a €1 million deposit, and the High Court said those issues could be closely connected to the proposed claim.
The court also referred to its discretion under section 216 of the Companies Act 1963 and the absence of evidence that Silverhold could not pay debts as they fell due. It found the petition was not an abuse of process, but ordered that it be dismissed. The judgment did not decide the merits of the proposed claim against Gilroy Gannon or the separate sale dispute.