The Supreme Court has dismissed Vincent Keaney’s appeal against a High Court order striking out parts of his statement of claim over the Titanic Bar business and related property transactions in Cobh, Co Cork.
In a judgment delivered on 23 July 2015, Ms Justice Dunne said the High Court had correctly applied the rules governing particulars of fraud and other serious allegations, as well as the rule limiting when a shareholder may sue for a wrong done to a company. The appeal concerned the portions struck out on applications by several groups of defendants. The High Court had not struck out every claim; remaining claims were heard separately in 2008, and Keaney’s appeal concerning that judgment was still pending at the time of the Supreme Court judgment.
Keaney had won a substantial Lotto sum in the 1990s and acquired Scotts Building in 1996, where he planned to establish the Titanic Bar. In 2000 he entered a business arrangement with Michael Nolan. The company operating the bar was owned 49 per cent by Keaney and 51 per cent by Nolan. In 2003, they entered further agreements that included the transfer of Keaney’s shareholding and his interests in the premises.
Keaney’s proceedings, begun in 2006, sought among other relief to set aside transactions from 2000 and 2003. His pleadings alleged fraud, deceit, misrepresentation, duress and undue influence. The Supreme Court said those claims had to identify the facts said to support them, so defendants would have a reasonable understanding of the allegations. It concluded that Keaney’s statement of claim fell short of that threshold. The court also rejected the argument that he should be allowed to amend it after discovery, noting that it was his third statement of claim and that an earlier amendment had been directed to address inadequate particulars.
The court also upheld the striking out of claims seeking recovery for alleged harm to Titanic Queenstown Trading Company. It said those claims belonged to the company, and that Keaney could not use the “interests of justice” exception to pursue them, particularly as he was no longer a shareholder. A claim alleging oppression as a minority shareholder was also struck out on that basis.
The High Court had left some claims against Nolan and Julia Nolan concerning a deed of assignment available to proceed, while striking out other claims against various defendants on grounds including insufficient particulars or lack of a cause of action. The Supreme Court’s decision addressed the appeal from the strike-out order; it did not determine the separate appeal concerning the remaining claims. Dunne J. concluded there was no basis to find error in the High Court’s approach and dismissed the appeal.