Dunne & Ors v Mahon & Ors, SIAC v Companies Act, Grassland Fertilisers v Flinter Shipping

Dunne & Ors v Mahon & Ors

In this case (here), the Court held that the High Court was incorrect in holding that, unless it is stated otherwise, there is an implied term in the rules of clubs which allows a simple majority of members to pass a resolution to dissolve the club.

Nor can a simple majority change the rules of a club. A long standing rule that was introduced by the vote of a simple majority, though, can become binding under equitable estoppel. The courts do have an equitable jurisdiction to order the dissolution of a club. But where the rules of a club do not make provision for its dissolution, and where a minority can continue to achieve the purpose of the club, an overwhelming majority of the members entitled to vote is required to pass a resolution to dissolve it before a court should exercise its equitable jurisdiction to do so.

SIAC v Companies Act

In this case (here), the Court dismissed an appeal by GDDKiA, the Polish roads authority, to the proposal by the Examiner to SIAC. Under the plan, unsecured creditors would receive 5% of their claims. Creditors, however, cannot claim for interest, penalties, damages or surrogated claims. SIAC’s main difficulty arises from losses suffered under a contract with GDDKiA, from which SIAC claims it is owed €113 million. GDDKiA, however, claims that it has a counter claim for breach of contract against SIAC, and, in effect, SIAC owes it €49 million. GDDKiA also claimed that it is obliged, under Polish law, to pay SIAC’s subcontractors.

GDDKiA claims that the restructure unfairly prejudices it as compared to other creditors, as its debts are in the form of damages and it cannot claim under the plan. The Court held, though, that as GDDKiA is a debtor to SIAC, it can counterclaim against SIAC’s action in the Polish courts. That distinguishes it from the other creditors that can only recover 5% of their claims. And looking at all the circumstances, GDDKiA is not unfairly prejudiced.

Grassland Fertilisers v Flinter Shipping

In this case (link to follow), the Court determined that it does not have an inherent jurisdiction to hear an appeal against a High Court Order issued under the Arbitration Act 2010 and declined to hear the appeal.  The Court followed authority that, except questions on the constitutional validity of any law, the Constitution does allow the Legislature to pass laws removing the appellate jurisdiction of the Supreme Court. Such laws, though, must be clear and unambiguous. The Arbitration ACT 2010 is sufficiently clear in removing the right of appeal against a High Court order to stay proceedings pending arbitration.

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  1. 2014 Review: April | scoirl

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