The High Court has ordered City Quarter Capital II plc to be wound up after finding that it could not pay its debts and that Blackbee Investments Limited was its creditor.
Mr Justice Rory Mulcahy made the order under section 569(1)(d) of the Companies Act 2014, on the basis that the company was unable to pay its debts. He said he would list the matter for a further hearing to make final orders. The court did not need to decide whether winding up was also justified on just and equitable grounds, though the judge said he would have made such an order if required.
Blackbee’s joint liquidators sought the order through an amended petition. The company opposed it solely on the basis that Blackbee had not established it was a creditor. The judge found that Blackbee had provided management services for which annual management charges were payable, and that the company had not presented a substantial, good-faith dispute about the charges relied on in the petition.
The company’s director, David O’Shea, argued that Blackbee’s role had been transferred to Blackbee Group Holdings Limited. The judge said the documents supplied did not establish that transfer, and there was no evidence that the proposed replacement had provided the relevant services. The judge also considered company bank statements showing payments to Blackbee for management charges in 2021 and 2022. The company did not dispute that the statements were its own.
The winding-up petition had originally been brought by investor Tom Finneran, who said he invested €300,000 in March 2021 in a two-year investment with a target return of 6% a year. After he sought to withdraw the petition, Blackbee was substituted as petitioner by court order in October 2024. Finneran later appeared in support of the amended petition. Harvest Trustees Limited also appeared and claimed to be a creditor for €7.3 million.
The judge noted that the company had filed no accounts since 2018. Its accounts for that year showed net liabilities of €1,927,111 and a net loss of €955,467. He said the evidence indicated the company could not pay debts as they fell due, and the company had not argued otherwise.
The judge did not decide whether the court could wind up a company on a creditor’s petition if that creditor’s debt were disputed on substantial grounds. He said the issue would have to await a case where its resolution was necessary. Nor did the court rely on statutory provisions deeming a company unable to pay its debts because it had failed to pay a particular petition debt.