Gaultier v The Registrar of Companies

• Jurisdiction: Ireland
• Court: Court of Appeal (Ireland)
• Judge: Mr. Justice McGovern
• Judgment Date: 23 July 2019
• Neutral Citation: [2019] IECA 210
• Date: 23 July 2019
• Docket Number: Neutral Citation Number: [2019] IECA 210 Record No. 2014/826

BETWEEN/

ARNAUD D. GAULTIER

APPELLANT

- AND -

THE REGISTRAR OF COMPANIES

RESPONDENT

- AND –

LOIRE VALLEY LIMITED

NOTICE PARTY RESPONDENT

[2019] IECA 210

McGovern J.

McGovern J.

Baker J.

Donnelly J.

Neutral Citation Number: [2019] IECA 210

Record No. 2014/826

THE COURT OF APPEAL

CIVIL

Judicial review – Irrationality – Want of jurisdiction – Appellant seeking judicial review – Whether the appellant had established irrationality in the decision of the respondent or want of jurisdiction to make the orders sought to be impugned

Facts: The appellant, Mr Gaultier, appealed to the Court of Appeal against a judgment and order of Dunne J delivered on the 8th March, 2013, in which she refused the appellant’s application for a judicial review of the decision of the respondent, the Registrar of Companies, to dissolve the notice party, Loire Valley Ltd (the company).

Held by McGovern J that the appellant had failed to meet the test required for a judicial review either by way of establishing irrationality in the decision of the respondent or want of jurisdiction to make the orders sought to be impugned. McGovern J held that there was an effective alternative remedy available to the appellant and the company under the provision of the Companies Act which was not availed of. McGovern J held that the High Court judge considered all the appropriate jurisprudence and the legislation applicable to the dissolution of companies and he was satisfied that she was correct in her conclusions.

McGovern J held that the appeal would be dismissed.

Appeal dismissed.

JUDGMENT of Mr. Justice McGovern delivered on the 23rd day of July 2019

1 This is an appeal against a judgment and order of Dunne J. delivered on the 8th March, 2013, in which she refused the appellant's application for a judicial review of the respondent's decision to dissolve Loire Valley Limited (‘the company’). The company was dissolved on the 6th April, 2012 as no annual returns had been filed by the company for the year 2010 as required by Section 125 of the Companies Act 1963. On the 13th January, 2012 the respondent issued an involuntary strike off notice pursuant to Section 12 of the Companies (Amendment) Act 1982. This notice stated that unless all the outstanding returns were delivered to the Companies Registration Office (CRO) within one month that a notice would be published in Iris Oifigiúil with a view to striking the name of the company off the registrar. The returns were not filed as required by that notice and the company then failed to file its 2011 annual return with the CRO. On the 24th February, 2012 a statutory notice was published in Iris Oifigiúil stating that at the expiration of one month from the date of publication of the notice the company would be struck off the registry and dissolved unless all outstanding returns were filed.

2 By e-mail dated the 12th February, 2012 the appellant contacted the CRO requesting a restoration of the status of the company as ‘normal’ on the basis that it had ongoing litigation with the Revenue Commissioners but no other reason was giving for the non-filing of the returns, and as the returns were not made the company was duly struck off the Register on the 1st April, 2012 and notification was published in Iris Oifigiúil on the 6th April 2012. It is important to note that no formal application for restoration was ever made by the appellant either to the CRO or to the court, as provided for in the Companies Acts.

3 The appellant brought the High Court proceedings by way of application for judicial review in which he made serious accusations against the respondent including of misfeasance, nonfeasance and obstruction to the administration of justice. Dunne J. found that there was nothing in the papers before the court that disclosed any deficiency in the actions of the respondent and there was no defect in the process by which the company was dissolved. In the course of her judgment the trial judge said:-

‘Before leaving the issue as to the role of the court in judicial review proceedings, I should refer to one other matter raised by the applicant herein as to the bona fides of the respondent in these proceedings. He has suggested that the decision to strike off the company was made to obstruct the company in the proceedings it contemplated against the Revenue Commissioners. The State is a party to a vast proportion of the litigation that takes place in this country. Some of the parties in litigation involving the State in one form or another are companies. I have never before heard it suggested that a company was dissolved by reason of the fact that the Registrar of Companies was motivated improperly to dissolve a company or not to exercise a discretion in respect of the company, because that company was involved in litigation against one or other arm of the State. There is simply no evidence to support this allegation made by the applicant. It is a disgraceful and scurrilous allegation and one that should not have been made. The simple fact is that this company was dissolved in accordance with the provisions of the Companies Acts - 2012 for failure to file annual returns.’

4 The conduct of this appeal was not helped by an extraordinary and intemperate submission that the appellant could...