The High Court has dismissed Ballon Meats Limited’s appeal against the rejection of its proxy at a creditors’ meeting for Michael Madden Quality Meats Limited, which was in voluntary liquidation. The court held that the proxy did not meet mandatory rules for corporate creditors and left the appointment of Eamon Leahy as liquidator in place.
The meeting was held on 28 September 2011. Ballon, described in the judgment as by far the company’s largest creditor, sought to use its vote to support David Dore as liquidator. Its proxy form was signed by David Salter, a Ballon director, appointing John Salter. But the form did not state that the signing officer was authorised to make the appointment, as required by the applicable rules.
The meeting chair, Sarah Madden, rejected Ballon’s proxy after receiving legal advice. The votes counted in favour of Leahy had a stated value of €29,698, while the vote for Dore had a stated value of €3,917. Ballon appealed under Order 74, rule 71 of the Rules of the Superior Courts, asking the court to set aside the chair’s decision. It also sought either Dore’s appointment or a further creditors’ meeting.
Justice Laffoy found that the proxy had not been properly executed and that Madden was correct to reject it. The court said the requirements governing corporate proxy forms were mandatory. It distinguished an earlier case in which a chair had wrongly admitted defective proxies; here, the chair had correctly excluded one.
The court declined to grant either of Ballon’s proposed remedies. It found no basis to interfere with the creditors’ decision, so Leahy’s appointment stands. The judge also recorded that the evidence satisfied her that both Leahy and Dore were suitable nominees. The judgment did not appoint Dore or order another meeting.