The High Court has refused an application by Print & Display Limited to remove Liam Dowdall as liquidator of Dominar Group Limited, a company in members’ voluntary liquidation. Mr Justice Mark Sanfey said he was satisfied Mr Dowdall could complete the remaining work promptly and in an orderly way. He did not decide whether the liquidator’s conduct could support a claim against him or whether his fees were justified.
Print & Display and notice party Michael Curneen each own half of Dominar. The liquidation followed a settlement of a dispute between the shareholders. The company’s last major asset was a property in Warsaw known as Osmanska 7, held through subsidiary Grosbeak. The application, issued in July 2018 under section 638 of the Companies Act 2014, sought Mr Dowdall’s removal and appointment of a replacement liquidator.
Print & Display argued that the long-running liquidation required independent scrutiny. Its concerns included the handling of a Polish court case that was lost and not appealed, the management of the Warsaw property and its tenants, the cost of removing waste from the site, the liquidator’s reliance on Grosbeak’s directors, and his fees. It said a replacement could investigate whether action on the company’s behalf was warranted. The liquidator disputed the criticisms and said the property sale could produce enough to meet liabilities and leave a surplus for shareholders.
The judge said he was troubled by Mr Dowdall’s handling of the Polish court case. The liquidator had not informed Print & Display promptly that the case had been dismissed and would not be appealed. The judge also said Mr Dowdall should have obtained independent legal advice, or documented his reasons, concerning a possible conflict involving Grosbeak’s legal adviser, who had acted in the property purchase. However, the judge found those matters did not, by themselves, justify removal.
On the property, the court found no evidence that the tenants had appeared unsuitable at the outset, and considered that Grosbeak had taken legal advice and action when difficulties arose. It found the delays in selling the site were mainly explained by the time needed to resolve restitution claims. The court also considered the proposed removal of waste, estimated at €840,000 plus VAT, and found the circumstances sufficiently explained to make a further investigation unnecessary for deciding this application.
The judge concluded that Print & Display had not shown “good cause” for removal. Replacing the liquidator to investigate his past conduct would add substantial cost and could prolong or disrupt the remaining sale and winding-up. The order refused the application. The court expressed no view on any potential cause of action against Mr Dowdall or on his entitlement to fees; it invited submissions on the orders to be made, particularly costs.