The Supreme Court has overturned part of a costs order imposed when Bloomberg Developments Limited was restored to the Register of Companies, while leaving the company’s restoration itself intact.
Bloomberg, formerly Goode Concrete Limited, had been dissolved in May 1999 for failing to file annual returns. Director and shareholder Thomas Goode petitioned in March 2001 for its restoration, undertaking to file the outstanding company and tax returns. The Registrar of Companies and Minister for Finance did not oppose restoration.
Philips Electrical (Ireland) Limited did intervene. Bloomberg had sued Philips in 1987 over alleged negligence and breach of contract relating to a concrete batching controller supplied in 1981. That litigation had continued intermittently for years and was later struck out after Philips pointed out that Bloomberg had ceased to exist, although the order was stayed to allow an application for restoration.
In April 2001, the High Court restored Bloomberg. It also ordered the company to pay Philips its costs of appearing on the restoration application and required payment of an updated bill of costs arising from the underlying litigation.
Bloomberg appealed the costs provisions only.
Mr Justice Murphy held that Philips had no obvious independent legal right to oppose restoration, which is primarily a matter between the company, the Registrar and the Minister for Finance. However, because Philips had relevant information and was heard without objection, the High Court was entitled to treat it as a notice party and award it the costs of participating in the restoration application.
The separate costs sanction went too far. The Supreme Court held that any liability for costs, or security for costs, in the long-running Philips litigation had to be decided within that case itself. Company-restoration proceedings could not be used to impose a penalty for perceived abuse of process in separate litigation.
The appeal was therefore allowed only to that extent.