The High Court refused a renewed application by Richard Adler and Maria Teresa Maraver Cortezo to stay Irish proceedings concerning New Age Consultants Limited. The ruling did not decide the underlying dispute over the company’s shares or directors: the court said it would proceed to hear that application, with evidence facilitated by video link.
Virginia Day’s proceedings seek orders concerning entries in the company’s registers, including declarations about purported 2007 share transfers and a shareholder resolution, and rectification of the registers of members and directors. These are the applicant’s requested remedies, not findings made in this judgment.
The dispute is connected to two properties in Deya, Mallorca, held through Spanish company S.A. Foradada Investments S.L. Day alleged that Edward and Helen Jackson held shares and acted as directors of New Age Consultants as nominees for her and Adler. The judgment recounts that Day claimed forms for transfers and appointments, signed with the relevant names left blank, were later completed without her knowledge. Adler disputed her account, including her alleged financial contribution and the authority to make agreements about the properties. The court made no determination of those contested facts in this ruling.
Day had also brought proceedings in Spain concerning beneficial ownership of the properties and decisions of S.A. Foradada. After a Spanish appellate court set aside a lower court ruling that had suspended those proceedings, Adler and Cortezo sought to renew their application to pause the Irish case. Their earlier stay application had been withdrawn at hearing and struck out.
Justice Gilligan held that the Irish proceedings concerned the actions of New Age Consultants and the validity of entries in Irish public registers, while the Spanish case sought relief concerning a different company and different parties. He concluded that the High Court had exclusive jurisdiction over the Irish company issues under Article 22 of Council Regulation (EC) No. 44/2001. He also considered that Adler and Cortezo had accepted the Irish court’s jurisdiction through their appearances and participation in the proceedings.
The court refused the renewed stay application. It directed that the Irish application would be heard and that Adler and other witnesses could give evidence and be cross-examined by video link. The judgment does not determine whether the disputed transfers, appointments or resolutions were valid.