Executives seek ‘dismissals’ ruling

A HIGH COURT judge will give her decision tomorrow on an application by two Payzone executives restraining the company from treating them as being dismissed.

Ms Justice Maureen Clark said she would give her decision tomorrow and her considered judgment later on the application by chief executive John Nagle and chief financial officer John Williamson who claim the company chairman, Bob Thian, had acted without authority and breached the company’s own rules in announcing their dismissal.

Yesterday, on the third day of the hearing, the court heard a letter from Payzone CEO John Nagle to company chairman Bob Thian earlier this month “could not have been more insulting or offensive to the chairman of any company”.

That letter, of January 14, was written after Mr Nagle secured legal advice and, in it, Mr Nagle had, “quite deliberately” set the scene for “an irreversible breakdown of trust and confidence”, John Gordon SC for Payzone said.

The situation had been exacerbated by Mr Nagle and company chief financial officer John Williamson this week joining the other directors of the company as personal co-defendants in their case against the company.

Mr Nagle had tried to personalise things as a dispute between him and Mr Thian and had suggested Mr Thian was acting in a solo, “maverick” and “malicious” way to oust Mr Nagle, Mr Gordon said. However, Mr Nagle was “simply wrong” to suggest Mr Thian was seeking to transfer blame onto Mr Nagle and Mr Williamson for the underperformance of Cardpoint (the British ATM company which last year merged with Alphyra, a company founded by Mr Nagle, to form Payzone).

The undisputed fact was that a majority of the board and shareholders — including private equity firm Balderton, which holds 40% of the company and is the largest single shareholder — supported the termination of the contracts of Mr Nagle and Mr Thian, counsel said.

Balderton was “the prime mover” in seeking change and had sworn an affidavit stating it supported what had happened and confirming Mr Thian’s version of events. Because of the seriousness of the situation in which Payzone now finds itself, Balderton was also in the process of calling an extraordinary general meeting of shareholders for the purpose of removing Nr Nagle and Mr Williamson as soon as possible.

This case was not about the dismissal of Mr Nagle and Mr Williamson, but about the termination of their contracts and the company was entitled to do that.

Paul Gardiner SC, for Mr Nagle, disputed claims that this case is affecting the business of the company whose shares have been suspended on the stock exchange. If the order in favour of his client was granted, there would be clarity about the situation and he could continue to run the business as he had done up to his purported dismissal.

Eoin McCullough SC, for Mr Williamson, said the claim that the board had supported the termination of the men’s contracts was the equivalent of a “sophisticated corporate lynch mob” who had set themselves up as jury.