The High Court has granted an interlocutory injunction preventing Salumi Grazing Limited and Sidney John Sutton from presenting a petition to wind up Cohesion Infheistíochtaí Limited. Mr Justice Mark Sanfey delivered the ex tempore judgment on 20 February 2024.
The dispute arose from a 21-day demand letter dated 22 November 2023. It sought €51,462.95 and €2 million over alleged losses following Cohesion’s termination of a licence held by Salumi Grazing Limited. The letter warned that a winding-up petition would follow if the sums were not paid. Mr Sutton signed it as a director and secretary of Salumi Grazing Limited.
Cohesion disputed the claims, arguing that any entitlement would be for unliquidated damages that had not been established in proceedings. Mr Sutton submitted that at least €10,000 was due as a liquidated debt, as required for the company to rely on section 569 of the Companies Act. Cohesion accepted that about €2,000 relating to a security deposit might be liquidated, subject to a disputed rent deduction. The judgment does not determine that any amount is owed.
The court found the €51,000 and €2 million claims were estimates of losses whose success and value would depend on the circumstances and conduct of the parties. They were not liquidated sums, and Cohesion’s dispute was bona fide. Although an earlier judgment by Ms Justice Stack had expressed significant concerns about the licence termination, it had not decided the present damages claims.
Mr Justice Sanfey said a winding-up petition based on the claims would be bound to fail and would be an abuse of process. He also found Mr Sutton was not entitled to issue the demand on the company’s behalf: he did not control the company or have court authority to sue for it. Mr Sutton had since applied for permission to bring a derivative action, but the judge said that could not retrospectively validate the demand. The judgment does not determine that application.
The injunction followed an interim ex parte order made on 11 December 2023. The present ruling restrains presentation of the threatened winding-up petition; it does not resolve the underlying licence dispute or establish damages payable.