The High Court ruled that a Bank of Ireland proxy vote was unlawfully excluded from a creditors’ meeting considering Joseph O’Connor’s proposed personal insolvency arrangement. The decision overturned the Circuit Court’s ruling on the bank’s objection, but the judgment did not determine the other three issues raised on appeal.
The bank claimed O’Connor owed it about €280,000. Its debt represented 70.1% of his secured debt, giving it a blocking vote: the arrangement could not be approved without the bank’s support.
The bank emailed a proxy form appointing the personal insolvency practitioner, Mitchell O’Brien, to vote against the proposal. The meeting chair rejected the proxy. A bank officer, Anthea Ormiston, then attended to vote in person, but the chair did not permit her to vote. The arrangement was consequently deemed approved under the statutory procedure. The Circuit Court later upheld the bank’s objection, bringing the arrangement procedure to an end and ending O’Connor’s protective certificate. O’Connor appealed.
The bank’s proxy was signed by Ormiston on its behalf. Her authority to sign was accepted, and the High Court said there was nothing before the meeting chair to raise doubt about her authority. The debtor argued that the form should have expressly stated that she was authorised, that the chair should have sought evidence of that authority, and that the chair had discretion to reject the proxy.
Justice Baker held that the personal insolvency regulations did not require the proxy form to state the signatory’s authority or require proof of that authority in these circumstances. The regulations allowed a form substantially like the prescribed version, and the chair could assess its form, substance and effect. The chair did not have a broad discretion to reject a valid instrument. In the absence of evidence casting doubt on the appointment, the chair was not required to make further enquiries.
The judge found that the proxy was valid in form and substance and that the chair was wrong to exclude it. She therefore upheld the bank’s first objection. The other appeal issues concerned whether the bank was prevented from voting in person, whether the meeting should have been adjourned after changes to the proposal, and whether Ulster Bank could receive a dividend without submitting proof of debt. Because the proxy issue determined the matter before her, Justice Baker declined to decide those questions.