The High Court ruled that it had jurisdiction to consider Philip Fried’s application for relief in a dispute over Claddagh Jewellers Limited, despite his motion being filed only the day before the hearing and not following the usual procedure.
Mr Justice Mark Sanfey said on 2 July 2020 that he would treat Philip Fried’s motion as an application under section 212 of the Companies Act 2014. The provision allows a company member to seek court orders over alleged oppressive conduct or disregard of members’ interests. The judge said he did so in the unusual and exceptional circumstances of the case, with some hesitation.
Andrew Fried had brought the original application in March 2019. The brothers each held half the shares in the jewellery business. Andrew did not attend the hearing on 16 June 2020 and did not prosecute his case or an earlier motion seeking interlocutory relief. The judge struck out that earlier motion, with costs to Philip. He said the original section 212 proceedings could not yet be struck out because Philip’s applications, including matters listed for 9 July, remained to be determined.
Philip’s motion sought several orders, including his restoration as a company director, restrictions on Andrew dealing with company assets, delivery of company assets, and an account of money spent or property disposed of since the proceedings began. The judge said the affidavits did not contest that Andrew had removed Philip as a director without following procedures required by the company’s constitution or the Act. In principle, he considered restoration appropriate, but said the precise terms and any measures to avoid deadlock needed consideration.
The judge made no ruling at that stage on the requested restrictions on Andrew’s dealings with company assets. He said existing interim orders protected the company pending the 9 July hearing, when that application was to be considered. He also said orders for delivery of the company’s books, records and other assets, and an account of company expenditure and disposals, appeared warranted, but deferred making them until that hearing. Philip did not pursue his request for remuneration and expenses.
The judgment addressed jurisdiction and procedure, not the underlying allegations between the brothers. The judge noted that Andrew later attended court and wished to contest applications for interim relief, while not opposing continuation of interim orders pending a hearing on notice. He urged both brothers to make renewed efforts to resolve the dispute, warning that continued litigation could harm the company and its employees.