Executives in companies developing 20 primary care centres claim 'shareholder oppression'

Most of the executive team of two companies involved in the development of primary care centres in Ireland in conjunction with the HSE are claiming shareholder oppression, the Commercial Court has heard.
Executives in companies developing 20 primary care centres claim 'shareholder oppression'

Most of the executive team of two companies involved in the development of primary care centres in Ireland in conjunction with the HSE are claiming shareholder oppression, the Commercial Court has heard.

Thomond Healthcare Holdings, an Irish company and Sarsfield Healthcare SARL, a Luxembourg company, trading as Zest Healthcare, plan to provide 20 such centres.

One has already been built, two are in advanced stages of construction and two are due to commence.

Executives Gerard Blake, John Webb-O'Rourke, David Lehane and Kieran O'Regan, along with Able Fancy Investment, have brought proceedings under the Companies Acts against three other directors of Thomond and Sarsfield: David Christie, Richard Hunt and Zena Namih.

The case is also against Zest Equity Holdco SARL, Julie Lambert, Richard Butler and Gianni De Bortoli.

Today, Mr Justice David Barniville, following a remote hearing, set a date in June for the hearing of a preliminary issue raised by Sarsfield as to whether the Irish courts have jurisdiction in relation to the Luxembourg company.

Earlier in the week, the judge had admitted the case on consent to the Commercial Court list following an application from the respondents.

The judge said the applicants in the case seek various orders in relation to alleged oppression and alleged disregard for their interests in breach of companies legislation.

The respondents deny the claims. They say that although the claims are phrased in terms of oppression - rather than in terms of an alleged breach of contract - they arise from, or are closely connected to, a suite of interlocking contracts entered into in June 2018.

The business of the companies involves the deployment of significant amounts of capital and involves property of very considerable value, they also say.

They claim this dispute has the potential significantly to impact upon the operation and finances of the companies. The companies' reputation and ability to win further tenders may be adversely affected by the existence of the proceedings, they say.

The judge said while there was consent by both sides to entry of the case to the commercial list, there was a dispute over how the case should proceed and what directions the court should issue in that regard.

Lawyers for both parties said they were agreeable to the jurisdictional issue being dealt with in June.

Following remote submissions from those lawyers to Mr Justice Barniville, who was sitting in the Four Courts, the judge gave directions on how the main case should proceed.

He said while the respondents had claimed the initial grounding affidavit of the respondents did not make clear what the case was about, the applicants said it was normal for a replying affidavit to be provided when a case is initiated.

It seemed to the judge there was no reason to depart from the normal procedure that the respondents should deliver a replying affidavit.

He gave directions for when that is to happen and for further exchanges of papers. He adjourned the matter to the end of July for mention.

The judge reiterated comments he made earlier in the week when he urged the parties to consider mediation as he said this is a process which the Commercial Court very much supports.

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