John Sheridan v Emerald Contract Cleaners Ltd (Originally Emerald Contract Cleaners (Ireland) Ltd and Helen Sheridan
| Jurisdiction | Ireland |
| Judge | Ms. Justice Máire Whelan |
| Judgment Date | 29 April 2022 |
| Neutral Citation | [2022] IECA 101 |
| Court | Court of Appeal (Ireland) |
| Docket Number | Appeal Number: 2019/049 |
In the Matter of Section 738 of the Companies Acts, 2014
and
In the Matter of Emerald Contract Cleaners Limited
Previously Emerald Contract Cleaners (Ireland) Limited
[2022] IECA 101
Whelan J.
Haughton J.
Collins J.
Appeal Number: 2019/049
THE COURT OF APPEAL
Civil
Register of Companies – Struck off – Restoration – Appellant seeking the restoration of a struck off company to the Register of Companies – Whether the trial judge correctly exercised his discretion
Facts: The appellant, Mr Sheridan, appealed to the Court of Appeal against the judgment and orders of McDonald J made in the High Court on the 16th January, 2019 dismissing the appellant’s application for an order pursuant to s. 738 of the Companies Acts 2014 for the restoration of a struck off company, Emerald Contract Cleaners Ltd (CRO no. 22322) (the defunct company) to the Register of Companies. The appellant was ordered to pay the costs of the respondents, Emerald Contract Cleaners Ltd and Ms H Sheridan, and the Revenue Commissioners.
Held by Whelan J that the trial judge was entitled to rely on the judgment of July 1996 and the ongoing Garda investigation apparently came to nothing. She held that Ground 1 of the appeal was not made out and the status of an investigation as “ongoing” did not in any way limit the right of the trial judge to consider and rely upon the comprehensive High Court judgment of July 1996, contrary to Ground 2 and Ground 2 (A). She held that the appellant was well aware of Mr Flannelly as of 1994 and he gave evidence before the Circuit Court in that year; all issues and allegations ought to have been brought forward and engaged with at that time. She held that the 1996 High Court judgment entirely undermined the claim that the appellant or Ms P Sheridan were “unaware” of a claim that Mr JV Sheridan was being misrepresented by his uncle since that allegation was agitated before the High Court in 1996 – as the judgment showed; furthermore the said litigation involved allegations, which the High Court entirely rejected, that the true identity of the beneficial owner of monies claimed to be held in the company was the late Mr JV Sheridan. She held that this entirely undermined Ground 2 (B). She held that Ms H Sheridan was named as a respondent to the application and was entitled to oppose the application; there was no basis established to support a claim that “Justice McDonald’s court did not recognise the applicant as holding himself out as a shareholder director of both Emerald Contract Cleaners Ltd. (originally Emerald Contract Cleaners (Ireland) Ltd. and Emerald Contract Cleaners (Ireland) Ltd as ordered by Justice Carroll in 2002”. She held that the said order did not have the effect contended for. Insofar as Ground 3 further contended, inter alia, that the appellant enjoyed a continuing entitlement under the order of Carroll J in the High Court in 2002 to hold himself out as directors or shareholders of either of the aforesaid companies nothing in the said order, as amended, so provided. She held that Ms H Sheridan was the last Director of the company and Ms P Sheridan consented in open court in October 2003 through her counsel and with the benefit of legal advice to vacate the order restoring the defunct company to the register. She held that no aspect of Ground 3 was made out. She held that the appellant was fully aware of Mr Flannelly from at the latest 1994. She held that the principle in Henderson v Henderson (1843) 3 Hare 100 was fully engaged and it was an abuse of process by the appellant not to have put forward all aspects of the claim at the earliest opportunity. She held that Ground 4 was not made out. Given, inter alia, the passage of time, the repeated litigation regarding the same issues and the overall conduct of the appellant as well as the burdensome effect of the litigation on the respondents and the principles of public policy engaged, she held that the trial judge properly exercised his discretion based on Henderson v Henderson and no basis had been identified for interfering with the orders made which were appealed against.
Whelan J held that none of the grounds of appeal were made out and the appeal ought to be dismissed. Her provisional view was that it was appropriate that the appellant pay the respondents’ costs of the appeal when taxed and ascertained.
Appeal dismissed.
JUDGMENT of Ms. Justice Máire Whelan delivered on the 29th day of April 2022
. This is an appeal against the judgment and orders of Mr. Justice McDonald made in the High Court on the 16 th January, 2019 dismissing the appellant's application for an order pursuant to s. 738 of the Companies Acts, 2014 for the restoration of a struck off company, Emerald Contract Cleaners Limited (CRO no. 22322) (the defunct company) to the Register of Companies. The appellant was ordered to pay the costs of the respondents and the Revenue Commissioners. The application and this appeal represent a further step in an ongoing claim which has been repeatedly advanced by the appellant over the past quarter century in respect of the cleaning business established and operated by his late paternal uncle James Valentine Sheridan through Emerald Contract Cleaners (Ireland) Limited (no.148369).
. The appellant brought the said application as a purported creditor of the defunct company. I am satisfied that for the reasons hereinafter outlined this appeal ought to be dismissed, no valid basis having been identified by the appellant to interfere with the judgment and orders of the High Court under appeal.
. The defunct company was incorporated in or about the 5 th February, 1965. It was incorporated under the name Emerald Contract Cleaners (Ireland) Limited, CRO No. 22322. There were two shareholders of the said company namely, the appellant's father Patrick Francis Sheridan who died circa the late 1996/early1997 and “James V. Sheridan”. At issue is the true identity of the “James V. Sheridan” appearing in the CRO documentation concerning both the defunct and trading companies. The appellant contends that “James V. Sheridan” appearing in CRO documentation in respect of the defunct and trading companies is one and the same as his deceased teenage brother James (otherwise “Seamus”) Vincent Sheridan who was born on the 16 th May, 1952 and who died, aged 19, following an accident in New York on the 20 th December, 1971. James Vincent Sheridan was blind.
. The evidence before the High court suggests that the appellant's father Patrick Francis Sheridan married his mother Pauline on or about the 27 th December, 1951. Several years later the couple moved to New York State to join Patrick's brother James Valentine Sheridan who was at that time residing in New York State.
. The respondents contend that the “James V. Sheridan” referred to is not the appellant's deceased teenage brother but rather James Valentine Sheridan, the appellant's uncle, a businessman who ran cleaning companies in both New York and Ireland. The said James Valentine Sheridan was born on the 15 th February, 1928. He died, aged 80, on the 2 nd September, 2008. The second named respondent, Helen Bernadette Sheridan is his widow. She was born on the 31 st December, 1934. James Valentine Sheridan and the second respondent resided at 229 Seapark Road, Malahide, County Dublin which was at all material times beneficially owned by them. Significantly, the latter address appears throughout the years in filings with the CRO as the address of “James V. Sheridan” in connection with both the defunct and trading companies. Additionally, it is contended by the respondents, that an address which for a time comprised the registered office of the defunct company ( 22322), namely 5/7 Whitehall Road West, Crumlin, Dublin 12 was purchased by James Valentine Sheridan and was at all material times beneficially owned by him and that his deceased teenage nephew, James Vincent Sheridan, never had any beneficial interest in either property. There was no evidence adduced by the appellant to suggest that his deceased teenage brother ever had any beneficial interest in either property. Neither does the appellant contradict the claims that the aforementioned properties were beneficially owned by James Valentine Sheridan and his wife. Where documentation filed with the CRO refer to “James Vincent Sheridan” the respondents indicate that same was an error not detected at the time by James Vincent Sheridan. They suggest the error arose by reason of a mistake on the part of a professional party. The respondents emphasise that nowhere did James Valentine Sheridan ever sign any relevant document using the name “James Vincent Sheridan”.
. The appellant in his grounding affidavit deposes to having brought the application to restore as a purported creditor of the defunct company. He initially brought the application in the context of administering the estate of his late mother Pauline Sheridan. She was born on the 29 th June, 1928 and died on the 27 th August, 2016. The appellant was her sole executor and a grant of probate issued to him on the 31 st January, 2017. Following the death of her husband, Pauline Sheridan on 4 th June 1997 extracted a grant of letters of administration in the estate of her late son James Vincent which stated that the estate was valued at IR£11.00. In the course of these proceedings the appellant obtained a grant de bonis non of the unadministered estate of James Vincent Sheridan on the 9 th May, 2018.
. A petition was brought by Pauline Sheridan, the appellant's mother, with the active involvement of the appellant, in 2000 in her capacity as the...
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