The High Court ruled that it could order a share buy-out or another appropriate remedy when hearing a petition to wind up a company on just-and-equitable grounds. The decision concerned the court’s powers at the start of the case; it did not decide whether the company should be wound up or what remedy should ultimately be made.
Dublin Cinema Group Limited was the subject of the petition brought by Paul Anderson against fellow director and member Paul Ward. The judgment described the company as a successful cinema operator with many employees, including the Savoy Cinema on O’Connell Street. It said the men had a strong family connection and had previously worked together harmoniously, but disagreed over proposed cinema projects and the company’s role in them. Two attempts at professional mediation had failed.
Anderson sought a winding-up order under section 213(f) of the Companies Act 1963, as amended, on the ground that it would be just and equitable to wind up the company. No alternative relief was sought in the petition. Anderson argued that the court could only grant or refuse the winding-up order. Ward submitted that section 216 gave the court broader powers when hearing any winding-up petition, including the power to make orders of the kind available under section 205, such as a share purchase.
Mr Justice Charleton accepted Ward’s argument on the scope of the court’s powers. He said section 216 allowed the court to make any other order it thought fit, and that this discretion was not confined to procedural steps. The court could consider whether an alternative to winding up would better serve justice and equity, particularly given the company’s employees and its development beyond its original family concern. The judge said a fair share buy-out could be among the available options if the evidence supported it.
The ruling did not determine the disputed facts, find oppression, order a buy-out, or decide the winding-up petition. The judge noted that the parties’ affidavits conflicted and that the case could not be decided on affidavit evidence alone. After the ruling, limited oral evidence was heard from Anderson. The parties then sought time for discussions, and the case settled overnight. The judgment does not state the settlement terms.