Quinn (Michael) and Quinn (Brigid) v Cloughvalley Stores (NI) Limited by the Administrator Thomas Keenan
| Jurisdiction | Northern Ireland |
| Judge | Sir Weatherup |
| Judgment Date | 21 January 2019 |
| Neutral Citation | [2019] NICA 5 |
| Court | Court of Appeal (Northern Ireland) |
| Date | 21 January 2019 |
1
Neutral Citation No: [2019] NICA 5
Judgment: approved by the Court for handing down
(subject to editorial corrections)*
Ref: WEA10767
Delivered: 21/01/2019
IN HER MAJESTY’S COURT OF APPEAL IN NORTHERN IRELAND
________
ON APPEAL FROM THE HIGH COURT OF JUSTICE (CHANCERY DIVISION)
IN THE MATTER OF CLOUGVALLEY STORES (NI) LIMITED
(IN ADMINISTRATION)
BETWEEN:
MICHAEL QUINN AND BRIGID QUINN
Appellants/Respondents;
-and-
CLOUGHVALLEY STORES (NI) LIMITED
by the Administrator, THOMAS KEENAN
Respondent/Petitioner.
________
Before: Sir John Gillen, Sir Ronald Weatherup and Sir Reginald Weir
Sir Ronald Weatherup (delivering the judgment of the court)
[1] Thomas Keenan, as administrator of Cloughvalley Stores (NI) Limited (“the
company”), applied for the winding up of the company and on 19 March 2015
Master Kelly made a winding up order. Michael and Brigid Quinn (“the Quinns”),
as shareholders and directors of the company, appealed against the order of Master
Kelly and on 25 October 2016 Horner J dismissed the appeal. Michael and Brigid
Quinn then appealed to this court against the order of Horner J. Michael and Brigid
Quinn were litigants in person and Mr David Dunlop appeared for the
administrator.
2
The winding up order made by Master Kelly
[2] The background is that 98% of the share capital of the company is owned by
Cloughvalley Stores Limited, a company registered in the Republic of Ireland which
is in receivership. Michael and Brigid Quinn each own one share in the company. In
2011 Allied Irish Banks plc placed the company in receivership. Thomas Keenan
was appointed by the directors of the company as administrator, with the consent of
the Northern Bank Limited which held a floating charge over company assets. In
2014 the administrator made the application to wind up the company on the basis
that the company was unable to pay its debts. The Quinns opposed the Petition and
Master Kelly made the order which the Quinns appealed to Horner J.
The appeal against the winding up order
[3] The grounds of appeal included a ground that the ‘centre of main interest’ of
the company was not in Northern Ireland and further that the appropriate person to
bring an application to wind up the company was a receiver of the Republic of
Ireland company. The ‘centre of main interest’ argument, by which the Quinns
contended that any issue should be dealt with in the Republic of Ireland, had not
been fully explored before the Master and accordingly the issue was remitted to the
Master for further argument on that point.
The remittal back to Master Kelly
[4] At the resumed hearing before Master Kelly the Quinns were represented by
Counsel and solicitors. Master Kelly rejected the ‘centre of main interest’ argument.
The material factors were that within Northern Ireland were to be found the
registered offices of the company, the economic activity of the company based at a
convenience store, the company bank and banking arrangements, the company’s
statutory compliance obligations in respect of tax and VAT, the company regulatory
obligations in respect of returns to Companies House and the company’s creditors
and potential creditors.
[5] At the same time, proceedings had been taken in the Republic of Ireland by
Northern Bank Limited against the Quinns, who were resident in the Republic, to
enforce guarantees given in respect of the company. In those proceedings the
Quinns argued that proceedings in respect of the guarantees ought to have been
instituted in Northern Ireland. This argument was rejected in the proceedings in the
Republic of Ireland.
The hearing of the appeal by Horner J
[6] By judgment in writing dated 25 October 2016 Horner J stated that some of
the Quinns’ grounds of appeal had not been pursued and the main case made by the
Quinns was that the Master should not have made the winding up order because the
averments in the Petition and supporting affidavit were plainly wrong. On the
To continue reading
Request your trial
1 cases
-
Lipsett, Karl Thomas and Karen Lipsett and AIB Group UK PLC
...in principle to, though factually different from, that considered by a different division of this court in Quinn v Cloughvalley Stores [2019] NICA 5. [21] During a hiatus in the appeal proceedings the Appellants proposed a new ground of appeal in these terms: “Further Ground of Appeal on pr......