The High Court rejected Stephen O’Keeffe’s challenge to the appointment of John O’Connell as liquidator of Managh International Transport Ltd, holding that the creditors had validly chosen him at their meeting on 3 August 2012. The court dismissed the application on all grounds and said it would not direct a fresh creditors’ meeting.
At the company’s general meeting that morning, its sole member and managing director, Seamus O’Keeffe, nominated accountant Peter Russell as liquidator. At a creditors’ meeting later that day, creditors nominated O’Connell instead. Stephen O’Keeffe, a director and son of Seamus O’Keeffe, asked the court to invalidate the creditors’ appointment and confirm Russell, arguing that creditor proxies were defective, O’Connell had not provided the required prior written consent, and his conduct showed bias.
On the proxy challenge, the judge found that Revenue had sent its proxy by registered post in good time, but delivery failed because the company’s registered office was unattended. The letter was held for collection and later returned to Revenue. The court concluded that the company had frustrated delivery and that the proxy’s availability for collection was sufficient to meet the rule. It also accepted evidence that Stena Line faxed its proxy to the company before the deadline, after it had not received the meeting papers. The court found no basis to invalidate Motis’s vote.
The judge accepted evidence that O’Connell signed his written consent the day before the meeting and had it with him. Although it was not produced at the meeting, the court held that the law did not require its production in those circumstances.
The court also rejected the bias argument. It found that creditors were entitled to question company management about the company’s financial position, and that O’Connell’s questions did not show bias or prejudgment sufficient to disqualify him. The judge noted that the allegation had been raised late and that those present at the meeting had not objected at the time.
The court concluded that O’Connell was validly nominated and appointed, and Russell was not appointed. It said that even if procedural breaches had occurred, it would exercise its discretion to appoint O’Connell, whom it described as the choice of the overwhelming majority of creditors. The judgment also questioned the detail and basis of Stephen O’Keeffe’s asserted creditor claim, while finding he had standing to bring the application as a director or creditor.