The High Court has given Sidney John Sutton permission to bring a limited damages action on behalf of Salumi Grazing Limited against Mark Leavey and Cohesion Infheistíochtaí Limited over the company’s business, which moved to a Leavey-controlled company in May 2021.
Mr Justice Oisín Quinn ruled on 30 January 2025 that the proposed claims against Mr Leavey and Cohesion had reasonable prospects of success at this stage. The decision grants leave to start an action; it does not determine liability or damages. The court directed that draft pleadings be prepared and said the parties would have an opportunity to address them. It reserved the precise form of the order and costs.
The court’s permitted claims against Mr Leavey are for damages for alleged breach of fiduciary duty and conspiracy, limited to the alleged appropriation of Salumi’s business, goodwill and assets in May 2021. The proposed claims against Cohesion are for damages over the alleged unlawful termination of Salumi’s licence, alleged conspiracy in facilitating the transfer to Karmar, and alleged wrongful retention of Salumi’s deposit and fixtures and fittings.
Mr Sutton alleged that Cohesion summarily terminated Salumi’s licence on 15 May 2021 and immediately granted a new licence on the same terms to Karmar Foods Limited, controlled by Mr Leavey. He also alleged that the new business used Salumi’s fixtures, fittings and goodwill. The judge said the evidence at this leave hearing supported a plausible case that the termination was unlawful and that the events caused loss to Salumi. These are threshold findings for the application, not a final ruling after trial.
The court refused leave for the proposed claims against Karen Leavey, Cohesion director Eoin Goulding, McQuaid Accountants and the Governor and Company of the Bank of Ireland. It was not satisfied that the claims against them met the required threshold. The judge also refused permission to pursue Mr Leavey over use of Salumi’s bank accounts from November 2020 to April 2021, or over company filings and shareholding changes. He said those matters could be referred to as background evidence in a trial concerning the May 2021 events.
The application arose amid a deadlock between Mr Sutton and Mr Leavey, who each held half of Salumi’s shares. Mr Sutton had been restored as a director, company secretary and 50% shareholder under an earlier interlocutory order. The court found no evidence that Salumi had traded since 15 May 2021 and noted that it had no assets apart from the potential claim. It held that the deadlock meant Mr Leavey could block a company decision to sue, and that it would have been idle for Mr Sutton to seek internal approval.
The court will list the matter for mention against Mr Leavey and Cohesion to address draft pleadings and the form of the order, including costs.