The High Court has found that the affairs of Skytours Travel Limited were conducted in a manner oppressive to minority shareholder Mark Edmond Doyle and in disregard of his interests. It ordered John Bergin to buy Doyle’s 1,580 shares for €58,769.74 by 16 September 2011.
In a judgment delivered on 29 July 2011, Miss Justice Laffoy considered Doyle’s petition under section 205 of the Companies Act 1963. The case concerned the company’s undisclosed bank accounts, money taken for Bergin’s personal use, and a subsequent settlement with the Revenue Commissioners.
The judgment records that Bergin disclosed operating two deposit accounts from March 1997 to May 2006. The accounts received travel-company rebates and some cheques drawn on the company’s current account. Bergin said the undisclosed income totalled €1,220,090 and that he had personal use of the funds. In June 2009, the company settled with Revenue for €1,164,297 following Bergin’s voluntary disclosure.
The court found the company’s loss, including the Revenue settlement, amounted to €2,384,387. It said the company’s tax position may have been rectified, but the wrong to the company and its members had not. The settlement also left the company bearing tax, interest and penalties. The judgment said the resulting public auditors’ report caused Doyle embarrassment and conveyed the impression that he knew about the omitted accounts, which the court found he did not.
Doyle held 5.3% of the company. The court rejected the suggestion that he had agreed to return his shares to Bergin at their original price during his lifetime. It found no special agreement governing his ownership and was satisfied that Doyle had contributed as a non-executive director, with discounted travel as his only reward.
For the buyout, the court valued the shares at €115,000 before a minority discount. It applied a 50% discount, producing €57,500, and added €1,269.74, representing the amount Doyle had paid for 1,000 shares. The court directed Bergin to pay the resulting €58,769.74 in cash by 16 September 2011.
The order was a declaration of oppression and disregard of Doyle’s interests, together with a compulsory purchase of his shares. The judgment does not award separate damages.