The Supreme Court has dismissed appeals by four companies against orders winding them up, finding no cogent evidence that the Revenue Commissioners acted for an ulterior or improper purpose when they petitioned for the companies’ liquidation.
The judgment, delivered by Mr Justice John MacMenamin on 7 December 2017, concerns Tweedswood Limited, Global Test and Survey Technologies Limited, M. J. Power Construction (Wexford) Limited and Groupco Management Services Limited. The Revenue Commissioners presented winding-up petitions in July 2008. The High Court ordered three companies wound up in October that year and later ordered Tweedswood wound up in December, while rejecting an application to set aside the earlier orders.
The companies argued that the Revenue Commissioners had sought to stifle them because of alleged irregularities involving VAT and a property transaction connected to Custom House Quay in Wexford town. They also alleged that Revenue officials mishandled steps relating to the property’s title and a proposed sale. These were allegations made in the companies’ evidence; the Supreme Court did not treat them as established facts.
The Court said a company seeking to resist a winding-up order on this basis must provide clear and cogent evidence that the petitioner had an improper motive connected to bringing the petition. It found that the companies’ pre-petition correspondence focused on obtaining more time to address substantial tax debts and completing a proposed property sale. The Court found no contemporaneous allegation of bad faith in that correspondence.
The judgment records that, as of 15 May 2008, the companies owed the Revenue Commissioners a combined €1,015,458.32, excluding accrued interest. It also notes that the High Court had granted adjournments while the companies sought to progress the proposed Custom House Quay sale. The sale had not completed by the December hearing.
On appeal, the companies sought to rely on extensive additional material about property transactions and the assembly of a government administrative site in Wexford. The Supreme Court admitted the material for consideration without granting leave to amend the appeal grounds, but held it irrelevant to whether the Revenue Commissioners had an improper motive for petitioning. It found no sufficient evidential link between those matters and the winding-up petitions.
The Court concluded that the High Court judge had exercised his discretion properly. It affirmed the winding-up orders and dismissed the appeals.