The High Court ordered Desmond Bell to buy Martina Bell’s shares in Rollville Limited after finding that he had conducted the company’s affairs in an oppressive manner. The order followed a petition under section 205 of the Companies Act 1963; the court did not order the company to be wound up.
Martina Bell and Desmond Bell each held one of the company’s two ordinary shares and were its directors. The judgment records that Desmond Bell admitted forging her signature on three documents connected with a €511,000 Bank of Scotland (Ireland) loan. He also admitted that three apartments owned by Rollville were given as security without her knowledge or approval. The money, together with €439,238 from Rollville’s Ulster Bank account, was transferred to Duval Estates Limited.
The judge found the €965,904 transfer to be a fraud on Martina Bell as a member of Rollville and for Desmond Bell’s sole benefit. He also found that an apartment was sold to Desmond Bell’s brother and sister-in-law for €246,696, below the stated average sale price of €285,837. The sale was made without Martina Bell’s prior information or consent. The court characterised it as a misapplication of company assets and oppressive conduct.
The judgment also considered payments to Bell Contracts and related expenses. The judge was not satisfied that payments totalling €249,968 represented bona fide transactions benefiting Rollville, and found they enabled Desmond Bell to re-establish himself in the building and property sector in Northern Ireland. Other payments were treated as genuine expenditure, including sums for work at Mountgorry Wood and costs associated with the children’s equestrian activities. The court did not find the director drawings from 2004 and 2005 to be part of a deliberate scheme to reduce company assets: it accepted that expenditure on the family and their interests had been demonstrated, despite irregularities in corporate governance.
The court found the oppressive conduct continued until the petition was presented on 12 December 2007. Neither party pressed for a winding-up order, and the judge concluded that winding up would not serve the members’ interests. Instead, Desmond Bell must purchase Martina Bell’s shares for 50% of Rollville’s value as a whole, without a premium or discount for the nature of her shareholding. The valuation is subject to assumptions that specified loans, repayments and liabilities have been resolved, including the release of the three apartments from the bank’s security. Interest was awarded from 31 October 2006 to judgment, with further interest as a judgment debt until payment. Martina Bell was also awarded her costs against Desmond Bell, to be taxed if not agreed.