The High Court has refused an application by the Joint Arab-Irish Chamber of Commerce CLG for security for costs from businessman Mohammad Tahboub, who lives in Jordan and is suing the company over his removal from its board.
Ms Justice Nessa Cahill ruled on 31 October 2024 that the company had not produced enough evidence to show a prima facie defence, as required for an order under Order 29 of the Rules of the Superior Courts. The decision concerns this costs application only; the judge did not determine whether Mr Tahboub is entitled to reinstatement or resolve the parties’ underlying dispute.
Mr Tahboub’s proceedings, issued in July 2023, seek his reappointment as a director and vice-chairman, among other reliefs. He says he was validly nominated to the board in June 2022 and was unlawfully removed in October of that year. The company disputes his claims. Its defence includes the position that the June communication named two nominees for a board position reserved for one representative of each Arab country, making the nomination invalid.
The judge said the company had not exhibited the June nomination or documents about the meetings at which Mr Tahboub says he was removed. It also did not address in evidence an October email in which Jamal Al-Refai, signing as vice-chairman of the Jordan Chamber of Commerce, said he did not intend to join the board in place of Mr Tahboub and sought to withdraw his nomination.
The judgment noted that the company treated the June communication as a valid nomination of Mr Al-Refai, while arguing that it was invalid because it named two people. The company had also accepted that selecting nominees was an internal matter for the Jordan Chamber of Commerce, but the evidence did not explain its basis for choosing Mr Al-Refai. The judge said the available evidence did not support the company’s claim that Mr Tahboub had retired rather than been removed. She stressed that fuller evidence could be available at trial and that she was not prejudging either party’s case.
The company also did not substantively set out a defence to Mr Tahboub’s claims concerning his rights as a representative member. The judge did not need to decide whether a failure to show a defence to a subsidiary claim could independently defeat a security application, because the company had not established a prima facie defence to the primary issues.
The judge rejected Mr Tahboub’s argument that delay was a special circumstance requiring refusal. Although about six months passed between the issue of proceedings and the security motion, she found insufficient delay or resulting prejudice. She also said the company’s Irish and Arab composition and Mr Tahboub’s stated means and Irish connections would not, on the evidence, have amounted to special circumstances if the company had otherwise met the test.
The judge’s provisional view was that the company should pay the costs of the application. She invited submissions on any different costs order for 20 November 2024, with the parties able to notify the Registrar if a hearing was unnecessary.