The High Court has refused an application to try separately whether a former employee had standing to bring a petition concerning his shareholding in Jurras Limited. Ms Justice Stewart directed that the case proceed to a full unitary hearing, with further directions to be discussed with counsel.
The petition was brought by Dermot Corkery under section 212 of the Companies Act 2014. The respondents, Donal Ring, Noreen Ring and Jurras Limited, argued that he could not bring it because he was not a member of the company. They sought a preliminary trial of that issue under Order 25, rule 2 of the Rules of the Superior Courts.
Corkery had worked for the respondent company, first as a general operative and later as a window salesman. The judgment says he was allocated shares in or around 2004, but records a dispute over whether the initial holding was 80 ordinary shares or 53 E-Ordinary shares. The respondents said he held 35 E-Ordinary shares and relied on the company’s articles, which provided for shares held by departing employees to be converted into redeemable shares or transferred.
His employment ended on 25 September 2014 under a confidential agreement that did not address his shareholding. The respondents relied on a company resolution dated 5 October 2014 to redeem the shares. Corkery disputed whether the articles’ requirements for conversion or transfer had been triggered and said he had not been called on to transfer or convert his shares. The judge noted there was no evidence before her of a resolution referring to conversion or transfer, or of a document asking him to do so. Whether he remained a shareholder when he issued the petition was therefore a live issue.
The judge also rejected the respondents’ description of Corkery’s challenges as a “formal traverse”, saying he had raised serious issues and put the respondents to proof. She considered the timing of the application: the respondents had knowledge of the standing issue before litigation, yet sought a separate trial after pleadings closed and an extensive discovery process had taken place. She found that the delay was not something from which they should benefit.
A separate preliminary trial would not, in the judge’s view, save time and costs after the work already done. The case also involved factual disputes about the shareholding, payments and dividends, alongside the question of whether a triggering event for redemption had occurred. She concluded that a preliminary hearing would be unfair and contrary to the interests of justice, and refused the application. The court did not decide whether Corkery had standing or determine the underlying petition; those matters remain for the full hearing.