Lagan Holdings Ltd, Lagan Cement Group Ltd, Lagan Developments (Holdings) Ltd and Kingscourt Bricks Ltd v Lagan Homes Ltd
| Jurisdiction | Northern Ireland |
| Judge | McCloskey J |
| Judgment Date | 07 October 2008 |
| Neutral Citation | [2008] NICh 23 |
| Court | Chancery Division (Northern Ireland) |
| Date | 07 October 2008 |
1
[NOTE: the previous prohibition on publication of this judgment, made during the ‘in
camera’ phase of these proceedings, was removed by the court on 19 / 12 / 11.]
Neutral Citation No. [2008] NICh 23
Ref:
McCL7280
Judgment: approved by the Court for handing down Delivered:
07/10/08
(subject to editorial corrections)*
Published
11/01/12
2008 No. 76500
____________
IN THE HIGH COURT OF JUSTICE IN NORTHERN IRELAND
____________
CHANCERY DIVISION
____________
IN THE MATTER OF THE COMPANIES ACT 2006
____________
AND IN THE MATTER OF THE INSOLVENCY (NORTHERN IRELAND)
ORDER 1989
____________
IN THE MATTER OF LAGAN HOLDINGS LIMITED,
LAGAN CEMENT GROUP LIMITED,
LAGAN DEVELOPMENTS (HOLDINGS) LIMITED,
KINGSCOURT BRICKS LIMITED
and
LAGAN HOMES LIMITED
____________
McCLOSKEY J
I INTRODUCTION
[1] This judgment concerns an interlocutory application brought at an early
stage of these proceedings. By Notice of Motion dated 27th August 2008 (as
amended), the first-named Respondent (Kevin Lagan) seeks the following relief:
"An order pursuant to Order 18, Rule 19(1)(d) of the Rules
of the Supreme Court (Northern Ireland) 1980, Article 105
of the Insolvency (Northern Ireland) 1989 and/or in the
inherent jurisdiction of the court striking out:
2
(a) Paragraphs 31(ii) and (iii) of the Petition; and
(b) Prayer (i) of the Petition which seeks an order
pursuant to Articles 102(g) and 105(2) of the
Insolvency (NI) Order 1989 that the companies be
wound up
on the ground that the same constitutes an abuse of the
process of this honourable court".
The sole question to be determined at this stage is whether the first-named
Respondent is entitled to this relief.
[2] This motion comes before the court in the following way. There are six
Respondents to the Petition. Five of the Respondents are described as the
holding companies in respect of all the companies within the Lagan Group. I
shall describe these five Respondents as "the holding companies". The Petitioner is
described as the owner of a minority shareholding (42.5%) and director of each of
the holding companies. The first-named Respondent is said to own the majority
shareholding (54.8%) in the holding companies. Individually, the divisions are
said to be engaged in different commercial and trading activities. For example,
as appears from the diagram appended to the Petition, the first-named
Respondent (Lagan Holdings Limited), which heads the first of the five
divisions, is constituted by a total of some fifty individual companies which
engage in businesses such as construction, quarrying, bitumen production and
waste disposal. The Lagan Group is described as a long established family
business. This business has flourished and expanded exponentially during
recent decades. The Group turnover is stated to be more than £400,000,000 gross
per annum.
[3] The Petitioner and the first-named Respondent are brothers. This
litigation arises out of a major dispute between them concerning the operation of
the Group, which has been in gestation for some considerable time and which,
despite efforts, the parties have been unable to resolve consensually. Increasing
and unresolved differences between the brothers culminated in the initiation of
these proceedings, in July 2008. The court has been actively seised of the
litigation since then and has made certain interim orders, none of which is
germane for present purposes.
II THE PETITIONER'S CASE
[4] In brief compass, the Petitioner makes the case that the Group has
operated for several years under the guise of what he describes as a "quasi
partnership", entailing a relationship of trust and confidence between the
brothers. According to the Petition, by agreement between the parties the
management of the Lagan Holdings subsidiaries mainly "reported" to the
To continue reading
Request your trial