The High Court directed that defendants in earlier Competition Proceedings must not vote at creditor meetings for Amantiss Enterprises Limited and Wilbury Limited on how the companies’ appeal should be conducted. The meetings were scheduled for 24 January 2013 in Dublin.
The companies have been in creditors’ voluntary liquidation since 1 April 1994, with Des Donegan as liquidator. Their appeal arose from proceedings dismissed in July 2012 after Cooke J. allowed defendants’ motions based on inordinate and inexcusable delay. The dismissal order awarded the defendants their costs against the plaintiffs. The appeal is pending in the Supreme Court, along with applications concerning whether it should be struck out and whether a stay should continue.
Creditor Seamus Maye, who is also a director of Framus Limited, sought meetings under section 309 of the Companies Act 1963 to establish creditors’ wishes about the appeal. The liquidator had said the appeal was brought for Amantiss and Wilbury without his authority, a position he recognised was disputed, and that pursuing it was not in creditors’ best interests. Maye disputed the liquidator’s position. Those disputes were not for determination in this application.
The court’s immediate task was to settle whether defendants in the Competition Proceedings could attend and vote at the meetings. Justice Laffoy said their costs claims arose from the proceedings and remained subject to unresolved outcomes in the Supreme Court. She ruled that the defendants must be excluded from the class of creditors for these votes because they were in conflict with creditors who might oppose the strike-out applications. The court also noted that the costs claims had not been quantified, but identified the conflict as the primary reason for excluding them.
The liquidator was appointed chair of each meeting. Creditors attending in person or by proxy were to vote on the appeal’s conduct. A representative of the CRH defendants could attend as an observer but could not participate. The chair was directed to prepare minutes and a report listing the name, address and claim amount of each creditor who voted, and how they voted; the liquidator was to file these in court within seven days.
The court did not decide whether a creditor is entitled to require a meeting under section 309, nor did it decide the appeal-authority or best-interests disputes. The balance of Maye’s application, including costs, was adjourned generally with liberty to re-enter after the pending Supreme Court matters are finally determined.