Re murph's restaurant Ltd

Answer 1

Re Murph's Restaurant [1979] ILRM 141

• Oppression need not be suffered in one's capacity as a member to fall under section 205.
• 3 shareholder-directors ran a restaurant together.
• They had years of experience running restaurants and had worked together prior to forming this co.
• The Co was run on a very informal basis.
• 2 of the shareholder-directors fel out with the third and removed him from the co.
• The third shareholder-director sought to have the company wound up on the grounds that he had been treated oppressively or unfairly.
• The court held that the removal of the shareholder director repudiated a relationship that was based on mutual trust and confidence and was much more of a partnership than a co.
• The judge, Gannon J, felt it was "just and equitable" to lift the corporate veil and wind up the co.
• Since in many small private companies the appointmen as director may have been as much an inticement to him to make his investment as the allotment of shares to him, it would seem reasonable to treat his removal as director as being capable in certain circumstances as constituting oppressive conduct.