The Court of Appeal has dismissed Print & Display Limited’s appeal against a High Court decision refusing to remove Liam Dowdall as liquidator of Dominar Group Limited, which is in voluntary liquidation.
The appeal concerned an application under section 638 of the Companies Act 2014. The Court of Appeal said the appellant had not shown good cause for replacing the liquidator. Its decision addressed only whether he should be removed; it did not decide whether his conduct gave rise to a legal claim or determine his fees.
Print & Display and Michael Curneen each hold 50% of Dominar. The liquidation followed a 2008 settlement of oppression proceedings between the shareholders. The appellant argued that the liquidator should be replaced so an independent practitioner could investigate his handling of the company’s assets, including a Polish printing business, land in Warsaw and litigation brought by a subsidiary.
The Court of Appeal accepted that the High Court judge had criticised the liquidator’s handling of the subsidiary Grosbeak’s claim against a Polish public authority, PPKZ. The claim was dismissed in 2015, and the decision was not appealed. The liquidator did not notify the appellant promptly. The High Court judge was troubled by the lack of contemporaneous records about the decision and the absence of independent legal advice on a possible conflict involving Grosbeak’s legal advisers.
But the High Court was entitled to find that those concerns, considered alongside the rest of the evidence, did not justify removal. The Court of Appeal said the decision not to appeal was open to the liquidator on the information and advice available at the time. It also noted that the appellant had not provided expert evidence on whether a claim under Polish law could be brought against the advisers or Grosbeak’s management.
The court also rejected the challenge concerning the Osmanska 7 site, which had been affected by waste dumped by a tenant and by restitution claims. The High Court had found that the liquidator monitored the situation, that the costs of clearing the site did not arise from his neglect, and that awaiting resolution of the restitution claims was reasonable. The land was later sold and cleared, with the Court of Appeal recording a clearance cost of about €795,000.
Considering fresh evidence about winding up Grosbeak, the Court of Appeal found nothing inherently improper in appointing Curneen as its liquidator in Poland, on professional advice and subject to Dowdall’s oversight. It also accepted a proposed €400,000 reserve for possible liabilities. The court said the appeal was dismissed because the fresh evidence, combined with the earlier complaints, did not establish good cause for removal.
The court proposed affirming the High Court costs order and awarding the respondent the costs of the appeal, subject to adjudication if not agreed. Either party could seek a different costs order within 14 days of electronic delivery of the judgment.