Quasi‑Partnership as “External Title” to Directorship and the Exceptional Restraint of Statutory Removal Powers: Commentary on DAF Truck Services (Cork) Ltd [2025] IEHC 664

1. Introduction

This commentary analyses the decision of the High Court (Roberts J) in Patrick Ferriter & Stephen Ferriter v Gorzow Ltd, Kolpos Holdings Ltd, Zamosc Ltd & DAF Truck Services (Cork) Ltd, Commercial List, [2025] IEHC 664, delivered on 28 November 2025.

The judgment addresses a narrow but significant question: whether the court should, by interlocutory injunction, restrain the majority shareholders of a company from exercising their statutory power under s. 146 of the Companies Act 2014 to remove a director, where that director is a minority shareholder alleging oppression under s. 212 and claiming that the company is a quasi‑partnership.

The first applicant, Patrick Ferriter (“PF”), is the longest‑serving director and a 30% shareholder in DAF Truck Services (Cork) Ltd (“the Company”), a long‑established and successful truck sales and servicing enterprise. The second applicant, his son Stephen Ferriter (“SF”), holds 4%. The first three respondents (“the Majority Shareholders”) together control a majority interest, and also own DAF Distributors Ireland Ltd (“DDI”), the exclusive Irish distributor of DAF Trucks since 2012. The fourth respondent is the Company itself.

The substantive proceedings are oppression proceedings brought under s. 212 of the 2014 Act. Among other things, the applicants allege that the Majority Shareholders have acted to divert the Company’s DAF truck sales business to DDI, to the detriment of the Company and the minority, and that the Company is in truth a quasi‑partnership in which PF has a legitimate expectation of participation in management. Those claims are robustly denied; indeed, the Majority Shareholders have counterclaimed for oppression, alleging serious financial wrongdoing by SF (and tacit acquiescence or benefit on PF’s part).

Against that fraught background, the board resolved in June 2025 to convene an extraordinary general meeting (EGM) for the purpose of passing an ordinary resolution under s. 146 to remove PF as a director. PF responded by bringing this interlocutory application seeking to restrain both the holding of the EGM and any implementation of his removal as director pending trial of the oppression proceedings.

Roberts J’s decision to grant the injunction is notable for three reasons in particular:

The clear articulation that the statutory right of removal under s. 146 may be temporarily restrained in exceptional circumstances where an arguable quasi‑partnership and oppression claim exist;
The treatment of Merck Sharp & Dohme v Clonmel Healthcare [2020] 2 I.R. 1 and the conclusion that it does not displace the earlier Supreme Court jurisprudence in McGilligan v O’Grady [1999] 1 I.R. 346 in the oppression context;
The emphasis that, in a quasi‑partnership oppression case, the loss of a director’s participatory and information rights may render damages an inadequate remedy, even where a final buyout order is the likely ultimate relief.

2. Summary of the Judgment

2.1 Factual and Procedural Background

The Company has traded since 1985, largely in the sale and servicing of DAF Trucks. PF was a founder and has been a director since incorporation, and served as company secretary until July 2023. The corporate shareholding evolved over time from a 50/50 joint venture with the OHM Group to a structure in which PF held 30%, SF 4%, Thomas Smith 12%, and each of the three OHM principals (now holding through corporate vehicles) 18%, giving the OHM interests a clear majority.

In 2012, DAF Trucks N.V. (“DAF NV”) granted exclusive distribution rights for Ireland to DDI, owned by the Majority Shareholders. The Company became a “service partner” for DAF, officially limited to servicing but, in practice, continued to sell trucks under an informal “workaround” arrangement through DDI, with DAF NV’s knowledge. Following a review by DAF NV in 2019, that workaround was directed to be discontinued, although it appears it has, in some form, persisted.

Relations deteriorated sharply after:

PF (and/or SF) caused the Company to initiate proceedings in January 2022 against DAF NV, challenging its decision to restrict the Company’s sales role, leading to disputes about authority and non‑disclosure of legal advice; and
An internal review and forensic investigation (Grant Thornton, followed by senior counsel) into alleged financial irregularities during SF’s tenure as managing director, culminating in SF’s dismissal for gross misconduct (August 2023) and his removal as director (October 2023).

The Company has also commenced separate High Court proceedings against entities associated with PF and/or SF for alleged misappropriation of funds and diversion of assets. PF rejects the allegations and characterises these proceedings as vexatious.

The oppression proceedings under s. 212 were issued in June 2022, before SF’s dismissal. Among the core complaints are that:

The Majority Shareholders are running the Company in the interests of DDI rather than the Company;
Board appointments have been manipulated to favour DDI’s interests;
The proceedings against DAF NV are being deliberately stalled to benefit DDI; and
Investigations into SF’s conduct and his dismissal are themselves oppressive.

The Majority Shareholders deny oppression, counter‑allege serious wrongdoing by SF (with PF’s knowledge or acquiescence), and assert that the Company is not, and never has been, a quasi‑partnership.

2.2 Trigger for the Injunction Application

Parallel with the disputes, the Company engaged KPMG as auditors in January 2024 in light of the identified irregularities. KPMG insisted on a wide‑ranging audit and restatement of the Company’s accounts for 2019 and 2020 and the audit of 2021–2023 for the first time. This involved KPMG, KPMG Law, and a tax adviser, Mr James Kelliher, with a voluntary disclosure to Revenue.

PF viewed the restatement exercise as designed to depress the value of his shareholding. The Majority Shareholders maintained it was a necessary response to “numerous and material financial irregularities”. There were ongoing disputes regarding:

The extent of financial and management information provided to PF as a director since SF’s dismissal; and
PF’s alleged failure to cooperate with efforts to locate statutory company registers and to engage with advisers.

On 11 June 2025, a duly convened and quorate board meeting (with PF present) resolved to convene an EGM to consider an ordinary resolution under s. 146 of the 2014 Act to remove PF as a director. Mr Hogan made clear that the proposed removal was based on PF’s alleged knowledge and/or participation in wrongdoing, raising concerns as to his ability to discharge fiduciary obligations—allegations yet to be formally proved and rooted in findings from 2022–2023.

PF issued this injunction application on 18 June 2025, seeking orders restraining:

The convening or holding of the EGM; and
The removal of PF as a director pending trial of the oppression proceedings.

The Company responded with a “Proposal” (28 July 2025) offering to continue to supply PF with the same level of financial information that he had been receiving as a director since May 2024, even if removed, and to give him pre‑board‑meeting access to the draft restated audited accounts for 2021–2023 for comment. PF rejected this as perpetuating an “information deficit” and failing to reflect his alleged quasi‑partnership right to participate in management, not merely to receive limited information.

2.3 The Court’s Decision

Roberts J granted the interlocutory injunction in the terms sought (paras. 1–2 of the Notice of Motion), restraining the holding of an EGM to remove PF and restraining his removal as director pending trial. Key conclusions were:

Exceptionality but not immunity of s. 146 rights: Section 146 confers a strong statutory right on members, by ordinary resolution, to remove a director, “notwithstanding anything in its constitution or in any agreement”. Any injunction interfering with this right should be granted only on an exceptional basis. However, in light of the Supreme Court decisions in McGilligan v O’Grady and subsequent authority, the exercise of that right can be temporarily restrained where its exercise is arguably oppressive under s. 212.
Quasi‑partnership allegation as an “external title”: The court considered whether PF had any “external title” to remain a director (in Hardiman J’s sense in Dowling v Cook), beyond his ordinary corporate law position. It held that, although hotly disputed, the pleaded quasi‑partnership – grounded in a 40‑year history of joint endeavour and an originally 50/50 structure – was more than a bare assertion and raised a serious issue to be tried.
Merck does not displace McGilligan in oppression cases: The court rejected the argument that the structured approach in Merck Sharp & Dohme v Clonmel Healthcare, which asks whether a permanent injunction might be granted at trial, impliedly overruled McGilligan and Avoca Capital in the oppression context. Even if a permanent injunction is unlikely in oppression proceedings (where a buyout is the usual remedy), interlocutory relief may still be appropriate to preserve meaningful rights pending trial.
Serious issue to be tried: The attempt to remove PF as director in the context of an arguable quasi‑partnership and pending oppression proceedings raised a fair issue as to whether such exclusion would itself be oppressive or in breach of quasi‑partnership obligations.
Damages inadequate: Although oppression remedies are often monetary (especially share purchase orders), damages would not adequately compensate PF for:
- the loss of his participatory role in management as part of an alleged quasi‑partnership;
- the loss of his enhanced information rights as a director under s. 284 (as compared with shareholder rights); and
- potential reputational damage from removal on grounds of alleged (but unproven) misconduct.
The Company’s Proposal on information sharing was found insufficient.
Balance of convenience / balance of justice: The balance of justice favoured maintaining the status quo. PF has been a director for over 40 years; his presence does not prevent the Majority Shareholders (who control the board) from managing the Company or passing resolutions. There was no evidence of board paralysis. The injunction would operate only for a limited period until trial (expected in 2026). By contrast, removal would deprive PF of “trial‑critical” participation and information rights that could not easily be restored or compensated afterwards.
Conditional nature of relief: The court emphasised that PF, as the beneficiary of interim relief, must prosecute the substantive proceedings expeditiously. It granted the respondents liberty to apply to lift the injunction if PF failed to advance the case diligently or if he unreasonably obstructed board business.
Costs: The court reserved the costs of the application to the trial judge, noting that the determinative importance of the quasi‑partnership issue to the grant of relief made it inappropriate to fix costs before that issue is resolved at trial.

3. Analysis

3.1 Precedents and Authorities Cited

3.1.1 Section 146 and the general reluctance to interfere

Central to the analysis is s. 146(1) of the Companies Act 2014:

“A company may by ordinary resolution remove a director before the expiration of his or her period of office notwithstanding anything in its constitution or in any agreement between it and him or her.”

Roberts J emphasises that restraining a majority from exercising this statutory right is prima facie a serious interference with the legislative scheme. Citing commentary such as Hardiman J’s statement in Dowling & Ors v Cook & Ors [2013] IESC 25 that it is a “grave matter for a company to have on its board a person whom the majority of members do not desire to have there”, the judgment accepts that:

Courts do not normally intervene in the day‑to‑day management of companies; and
An injunction restraining removal of a director should be “exceptional”.

That starting point frames the analysis: PF must show that his case falls within a limited class of exceptions.

3.1.2 McGilligan v O’Grady [1999] 1 I.R. 346

McGilligan is the foundational Supreme Court authority that statutory rights of removal may be restrained pending determination of oppression proceedings (then under s. 205 of the 1963 Act, now s. 212 of the 2014 Act). PF relied heavily on it, and Roberts J accepts that it remains good law.

In McGilligan, the plaintiff director claimed protection under an agreement with representative shareholders. The Supreme Court held that where there is a serious question to be tried that the exclusion of a director from management is oppressive, the court can restrain the company from removing that director, even though such removal is otherwise lawful under company law and the memorandum.

Keane C.J. stated (at p. 362):

“Why then should the court, on an application for an interlocutory injunction, be unable to restrain the company from removing a director pending the hearing of the petition under s. 205 where he has established that there is a serious question to be tried as to whether his exclusion from the affairs of the company constitutes conduct which would entitle shareholders to relief under s. 205? … If it is desirable… to preserve the plaintiff's rights pending the hearing of the s. 205 proceedings and the balance of convenience does not point to a different conclusion, I see no reason why interlocutory relief should not be granted.”

Barron J added (p. 363):

“The essence of the instant case is that no absolute reliance can be placed upon a statutory right given to the general meeting of the company when the exercise of that right is alleged to be wrongful; in this case a breach of the provisions of s. 205 of the Companies Act, 1963. In all such cases, determination of the issue as to the granting of interlocutory relief must be dependent upon the general rules applicable. Here they favour the granting of the relief allowed.”

Roberts J adopts this reasoning and treats it as unaffected by Merck. The judgment underscores that a statutory power (here, s. 146) is not immune from interlocutory restraint where its exercise is itself the alleged wrong under s. 212.

3.1.3 Ancorde Ltd v Horgan [2013] IEHC 265

Ancorde is cited as another rare case where the court restrained the removal of a director, but in very specific circumstances: there was an unresolved question as to who owned the shares carrying the voting rights used to pass the removal resolution. The case stands for the proposition that:

Where there is doubt about the legitimacy of the voting power used to remove a director, injunctive relief may be appropriate.

By contrast, in DAF Truck Services there is no dispute as to share ownership or voting rights. The Majority Shareholders legitimately hold a majority. The special feature here is not doubtful title to shares, but PF’s asserted “external title” arising from an alleged quasi‑partnership.

3.1.4 Avoca Capital Holdings [2005] IEHC 302

In Avoca, Clarke J (as he then was) refused to restrain removal of a director in the face of a s. 205 petition. However, he endorsed the principle in McGilligan that:

“The principles applicable to the grant or refusal of an injunction seeking, as here, to restrain the removal of a director pending the hearing of a section 205 petition are no different from those applicable in any other case…”

The refusal of relief in Avoca turned on the facts—particularly:

The petitioner’s rights as a shareholder were sufficient to give him the necessary information; and
There was no contractual or quasi‑partnership entitlement to participate in management.

Roberts J distinguishes Avoca on both points: PF’s information rights as a shareholder are significantly narrower than as a director under s. 284, and the entire oppression claim is premised on a quasi‑partnership, which, if proved, would itself create a form of “external title” to management participation.

3.1.5 Dowling & Ors v Cook & Ors [2013] IESC 25

In Dowling, Hardiman J stressed that for a director to resist removal there must normally be some “external title” beyond mere status as a director or shareholder. He stated that a claimant must show:

a contractual or equitable right (e.g., under a shareholders’ agreement or quasi‑partnership) entitling him to be, and remain, a director; not merely the fact that he is currently appointed.

Roberts J adopts that concept and asks: does PF have any credible basis for asserting such an external title, here via quasi‑partnership?

3.1.6 Merck Sharp & Dohme v Clonmel Healthcare [2020] 2 I.R. 1

Merck is the modern leading authority on interlocutory injunctions. O’Donnell J (as he then was) set out a structured approach, including the step of considering:

“whether, if the plaintiff succeeded at the trial, a permanent injunction might be granted. If not, then it is extremely unlikely that an interlocutory injunction seeking the same relief pending the trial could be granted.”

The Majority Shareholders argued that, in oppression cases, a permanent injunction restraining removal of a director is highly unlikely— a buyout is the usual remedy—so Merck should bar interlocutory relief. Roberts J firmly rejects that interpretation:

Merck was not an oppression case and did not address or purport to overrule McGilligan;
The “essential flexibility” of injunctive relief emphasised in Merck is inconsistent with a rigid rule that interlocutory relief is impossible whenever a permanent injunction is unlikely;
Oppression proceedings under s. 212 permit a wide range of remedies. Even if a share purchase order is the most common outcome, it cannot be said in advance that a permanent injunction “definitely” will not be granted; and more importantly, temporary relief may still be justified to prevent the very mischief that oppression remedies exist to correct.

Thus, Merck is read as supplementing rather than displacing McGilligan and Avoca.

3.1.7 Quasi‑partnership case law: Hamill, Dublin Cinema Group, Neenan Travel, Crindle

The concept of a “quasi‑partnership company” is drawn from a line of Irish authorities and commentary. Roberts J quotes Binchy J in Hamill v Vantage Resources Ltd [2015] IEHC 195, citing Courtney’s text:

“Where a relationship of equality, mutuality, trust and confidence, based on a personal relationship, subsists in a private company it may be appropriate that it be considered as a quasi partnership. Such a finding may result in members and directors being found to be restrained on equitable grounds from enforcing rights found in the ‘black letter of the law’.”

She also refers to Charleton J in In the matter of Dublin Cinema Group [2013] IEHC 147, who described a quasi‑partnership company as one where:

“Its background is two or more friends, two or more family members, two or more business partners operating together through a limited liability or other corporate vehicle for the purpose of carrying on their business…”

The Majority Shareholders rely on Laffoy J’s observation in Neenan Travel Ltd v Minister for Social & Family Affairs [2011] IEHC 458, quoting Courtney, that:

“Evidentially an inequality of shareholding is an anathema to the mutuality that has consistently been found to be a requirement for a quasi‑partnership company.”

They also invoke Murphy J’s dictum in Crindle Investments v Wymes [1997] IEHC 211, that parties who choose to organise their relations through a company are presumed to intend that their rights and duties be governed by company law rather than partnership law or equitable overlay.

Roberts J acknowledges these cautions but does not treat them as determinative at interlocutory stage. Instead, she examines the pleadings and history to decide whether an arguable quasi‑partnership has been shown, not whether such a relationship has in fact been established.

3.2 The Court’s Legal Reasoning

3.2.1 The framework: Merck test applied in an oppression context

Roberts J adopts the Merck structure as a helpful guide, but expressly recognises that it must be applied with flexibility to fit the context of s. 212 oppression proceedings. The main steps applied are:

Is there a realistic prospect that a final injunction (or comparable relief) might be granted at trial?
Is there a fair issue to be tried?
Would damages be an adequate remedy for the applicant if the injunction is refused and he later succeeds?
Would the cross‑undertaking in damages adequately protect the respondent if the injunction is granted but the applicant fails at trial?
Where these do not point clearly one way, what does the overall balance of justice require?

Two points are central to her reasoning:

The compatibility of this framework with McGilligan and the oppression context; and
The significance of the quasi‑partnership allegation in converting what would otherwise be an ordinary exercise of majority power into an arguable act of oppression.

3.2.2 The “permanent injunction” question after Merck

The Majority Shareholders’ most ambitious argument was that because a permanent injunction to keep PF on the board is highly unlikely in oppression proceedings—the usual remedy is a buyout—Merck logically bars an interlocutory injunction of the same kind.

Roberts J’s treatment of this point is important. She reasons that:

Oppression relief is flexible. Section 212 empowers the court to make such order as it thinks fit to remedy oppressive conduct, including (but not limited to) share purchases, regulation of affairs, and restraints on future conduct. Therefore it is not possible at the outset to rule out the possibility of a final injunction restraining removal.
Merck emphasises flexibility, not rigidity. The observations about permanent injunctions in Merck were contextual (“in a case such as this”), and cannot be read as erecting an absolute bar. Reading them as such would contradict the flexible, discretionary nature of equitable relief.
McGilligan remains binding authority. The Supreme Court in McGilligan made clear that an interlocutory injunction to restrain removal may be granted in the context of an oppression petition. Nothing in Merck purports to overrule or limit that line of authority; indeed, Merck did not concern s. 212 at all.

Accordingly, while the unlikelihood of a permanent injunction is a relevant factor, it does not preclude interlocutory relief where otherwise justified by the balance of justice.

3.2.3 Serious issue to be tried: is quasi‑partnership more than a bare assertion?

The pivotal question on the “serious issue” limb is whether PF’s claim that the Company is a quasi‑partnership is credible or merely a bare assertion. The judgment recognises that:

PF’s initial affidavit assertions of quasi‑partnership are general and unparticularised; but
When the points of claim are examined, they reveal a more detailed narrative supporting the allegation.

Key pleaded features include:

The origins of the business in the 1970s as a partnership‑type relationship between PF and Mr O’Callaghan;
The incorporation in 1983 of Cork Truck Services Ltd as a 50/50 joint venture between PF/O’Callaghan and OHM;
The incorporation of the Company in 1985 on the same 50/50 basis to sell and service DAF trucks in Cork; with PF asserting that he and O’Callaghan would not have entered the venture except on an equal, “partnership” basis;
A long history (decades) of joint operation, with PF remaining on the board and in management, and with OHM principals allegedly referring to the relationship as a “partnership”;
The evolution of shareholdings, including the introduction of Mr Smith’s 10% and the eventual shift to an OHM majority, which PF says he accepted only in the context of a deep relationship of trust and mutuality.

The Majority Shareholders contend that:

The move to clear majority control by OHM is inconsistent with a quasi‑partnership; and
The absence of a shareholders’ agreement and the choice of a corporate vehicle indicate that the parties intended ordinary company law rules, per Crindle.

Roberts J does not attempt to resolve the issue; she expressly notes that this is a matter for the trial judge. Her task is limited to deciding whether:

“there is any credible evidence offered on this proposition or if it is merely a bare assertion.”

She concludes that:

The quasi‑partnership claim “goes beyond a mere assertion” in light of the pleaded historical facts;
PF’s founder/director status over 40 years; and
The long‑term, personal nature of the business relationship.

This suffices to find a serious issue to be tried. Crucially, this quasi‑partnership allegation is what potentially generates the “external title” to PF’s directorship, bringing the case within the exceptional category where s. 146 rights may be restrained. Without it, the court states, she would not regard the case as exceptional enough.

3.2.4 Adequacy of damages for PF

The court then addresses whether damages would be an adequate remedy for PF if the injunction were refused, he were removed, and he later succeeded in establishing oppression. The analysis proceeds on two levels:

The likely final remedy; and
The specific nature of the harm from removal.

On the first, Roberts J accepts that:

A cash buyout of PF’s shares at a court‑determined value is a probable outcome if he succeeds;
PF’s interest is “largely economic”; and
Sections 147(a) and 212(3)(d) expressly preserve rights to compensation or damages for wrongful removal/oppression.

However, she considers this insufficient to render damages “adequate” in the Merck sense, because:

The heart of PF’s claim is not merely value, but participation in management as part of a quasi‑partnership;
Removal would deprive PF of his statutory director’s right under s. 284 to inspect accounting records and receive full, current financial information, a right far broader than that available to a shareholder;
The Company’s Proposal does not equate to director‑level information access – it offers delayed and possibly incomplete information, preserves control of timing and content in the Majority Shareholders, and does not promise parity with what other non‑executive directors will see in future years;
There is a real risk of reputational harm if PF is removed on the basis of alleged fraud/misconduct that has not been judicially established, especially at a late stage in the Company’s life and in the shadow of highly public litigation.

Roberts J acknowledges that PF cannot veto the restated accounts: the Majority Shareholders hold the votes. Indeed, the board has already approved the restated accounts for 2021–2023 with PF voting against. But she stresses that there remains both:

Historic information beyond those restated years; and
Future financial and operational decisions

in relation to which PF’s rights as a director are qualitatively different from those of a mere shareholder.

She also accepts PF’s characterisation of this as a “trial‑critical phase”: decisions taken now about the Company’s business, and the redirection (if any) of DAF‑related activities to DDI, may be central to the oppression claim and to share valuation at trial. Participation and information in real time may therefore be uniquely important.

Balancing these considerations, the court concludes that damages are not an adequate remedy for PF’s removal at this stage, given the arguable quasi‑partnership context and the non‑monetary aspects of the harm.

3.2.5 Prejudice to the Majority Shareholders and the Company

The court then considers the flip side: would the injunction cause injustice to the Majority Shareholders or the Company, bearing in mind the strong statutory right in s. 146?

The Majority Shareholders argue that:

They are being forced to retain on the board someone whom they believe to be unfit to serve;
This undermines their legitimate expectation to control the composition of the board; and
The likely ultimate outcome is that they will remain in control of the Company in any event, so the interim relief is misaligned with the probable final position.

Roberts J accepts that courts should be “very slow to impose a director on a company, even on an interim basis”. However, she finds on the evidence that:

There is no suggestion that PF has paralysed or blocked board decision‑making; decisions continue to be taken and implemented by the majority;
PF’s presence may make meetings “more stressful and lengthy”, but this is not a sufficient reason to exclude him if the board can still function;
The Majority Shareholders already exercise control of the board; PF is a minority of one; his presence does not undermine their capacity to run the Company day‑to‑day;
The period for which the injunction will operate is limited: trial is expected in 2026, and the restated accounts have already been approved.

Crucially, because the quasi‑partnership plea, if ultimately accepted, would mean that PF has an equitable entitlement to remain involved in management (external to ordinary corporate law), the majority’s desire to remove him cannot be treated as dispositive at interlocutory stage. The statutory default of majority rule under s. 146 may be constrained by equitable considerations arising from a quasi‑partnership, and that is precisely what the trial will decide.

To mitigate prejudice, the court attaches conditions:

There is an “onus” on PF to advance the oppression proceedings with due expedition; and
The respondents have liberty to apply to lift the injunction if PF delays the proceedings or unreasonably obstructs the conduct of board business.

3.2.6 Overall balance of justice and status quo

Having weighed both sides, Roberts J holds that:

The least risk of injustice lies in maintaining the status quo—i.e. PF continuing as director—until trial;
This preserves PF’s participatory and information rights and permits him to “voice [his] concerns” at board level about restated accounts and any alleged diversion of business;
The Majority Shareholders remain able to manage the Company and to outvote PF on any board resolution;
Any harm to them from his continued presence is not irreparable and is limited in time.

Accordingly, the court grants an interlocutory injunction restraining the holding of the EGM and the removal of PF as a director pending determination of the s. 212 proceedings.

3.3 Likely Impact on Future Cases and Company Law Practice

3.3.1 Strengthening the role of quasi‑partnership in director‑removal disputes

This judgment reinforces that, in Irish law, quasi‑partnership remains a potent concept. Even in the absence of a shareholders’ agreement or equal shareholding, a long‑standing, trust‑based joint enterprise can, arguably, generate equitable constraints on reliance on “black letter” corporate rights like s. 146.

For future cases, two practical lessons emerge:

Pleading matters. A bare allegation of quasi‑partnership in affidavits is insufficient. Here, it was the detailed narrative in the points of claim—mapping decades of history—that elevated the plea above assertion and into the realm of a “serious issue to be tried”.
Long service and founding status are significant. PF’s status as founder and 40‑year director was central. A newcomer or late‑stage investor seeking similar relief would face a higher hurdle.

3.3.2 Clarification of Merck’s interaction with oppression cases

The judgment offers a clear High Court statement that Merck does not restrict the availability of interlocutory relief in s. 212 cases to those where a permanent injunction is probable. This has practical effect:

Minority shareholders alleging oppression remain able to seek interim protection (including restraint of director removal) even if they ultimately expect a buyout rather than permanent injunctive relief;
Respondents in oppression cases cannot rely on Merck to argue that interim restraints on otherwise lawful acts are categorically unavailable merely because such restraints would not be permanent.

This restores the centrality of McGilligan and Avoca in the oppression context, while confirming that the structured Merck analysis still applies—but flexibly.

3.3.3 Adequacy of damages and the value of participation

The judgment underscores that in quasi‑partnership or relationship‑based company disputes, the right to participate in management and access real‑time information may be intrinsically valuable and not easily convertible into damages.

This may influence future courts in assessing adequacy of damages where:

A minority shareholder/director asserts a legitimate expectation to management participation; and
The alleged oppression consists of exclusion from board or denial of information at a critical juncture.

It also serves as a warning to majority shareholders: attempts to remove minority directors or cut off their information during pending oppression proceedings may be restrained if there is an arguable quasi‑partnership and the court sees a risk of tactical prejudice to the minority’s litigation position.

3.3.4 Tactical and procedural implications

Strategically, the decision:

Encourages minority claimants to make well‑supported quasi‑partnership arguments if they wish to prevent removal from the board;
May make majority shareholders more cautious about invoking s. 146 against a director already suing for oppression, especially late in the process or close to trial;
Highlights the court’s willingness to link interim relief to an obligation of expedition: beneficiaries of injunctions can expect the court to attach a “liberty to apply” mechanism enabling the other side to revisit the injunction if the case stalls.

4. Complex Concepts Simplified

4.1 Oppression under s. 212 (formerly s. 205)

Section 212 of the Companies Act 2014 allows a shareholder to apply to the court if the company’s affairs are being conducted, or the directors’ powers are being exercised, in a manner that is:

oppressive to him/her; or
disregards his/her interests as a member.

If the court finds oppression, it can make any order it thinks fit to remedy it. Common remedies include:

Ordering the majority to purchase the minority’s shares at a fair value;
Regulating future conduct of the company’s affairs;
Setting aside or modifying transactions; and
In rare cases, injuncting certain actions (e.g. removal of a director).

4.2 Removal of directors: ss. 146 and 147

Section 146:

Gives shareholders the power, by ordinary resolution (simple majority), to remove a director before his/her term expires;
Operates “notwithstanding anything” in the company’s constitution or in any contract with the director. So, generally, even if a director has a contractual expectation to serve, shareholders can still remove him/her.

Section 147:

Ensures that a director removed under s. 146 retains the right to compensation or damages for loss of office or breach of contract;
So, removal may be lawful from a corporate standpoint but still give rise to contractual or other claims.

4.3 Quasi‑partnership companies

A “quasi‑partnership company” is not a formal legal category in legislation, but a descriptive concept recognised by the courts. It refers to:

A small, closely‑held company where the real relationship between participants is akin to that of partners in a partnership: based on personal trust, equality, and mutual confidence;
Often involving friends, family members, or long‑term business partners who choose to use a company structure for convenience or limited liability, but who actually function as if they were in a partnership.

In such cases, the courts may apply equitable principles to restrain a party from enforcing strict legal rights (like majority voting power) in a way that would be unfair or oppressive, for example:

Excluding a founding member from management; or
Diluting a member’s stake without fair process.

4.4 “External title” to a directorship

“External title” is a shorthand, drawn from Dowling v Cook, for a right to occupy a directorship that arises outside ordinary company law. Examples include:

A shareholders’ agreement promising that each significant shareholder may appoint a director; or
A quasi‑partnership understanding that all founding participants will be involved in management.

If such an external title exists, the court may treat attempts to remove a director as potentially wrongful or oppressive, even though, under company law alone, the removal is technically valid.

4.5 Adequacy of damages and balance of convenience

When deciding whether to grant an interlocutory injunction, the court asks:

Adequacy of damages: If the injunction is refused and the applicant later wins at trial, can money reasonably compensate for the harm suffered in the meantime?
Balance of convenience / justice: Looking at all the circumstances, which option (granting or refusing the injunction) carries the least risk of injustice if the court’s interim decision turns out to be wrong?

In commercial disputes, courts are often sceptical of claims that damages are inadequate. But where rights are relational (e.g. the right to participate in management, to receive information in real time, or to avoid reputational stigma), money may not be a complete substitute.

5. Conclusion

The decision in DAF Truck Services (Cork) Ltd [2025] IEHC 664 is a careful and nuanced application of established principles to a complex shareholder dispute. It does not revolutionise the law, but it clarifies and reinforces several important points:

Exceptional but real limits on s. 146: The statutory power of shareholders to remove a director is strong, but not unassailable. Where its exercise is itself the alleged oppression under s. 212, and where there is an arguable quasi‑partnership creating “external title” to management participation, the courts may, in exceptional cases, restrain the majority’s exercise of that power pending trial.
Merck and McGilligan co‑exist: The structured approach in Merck is compatible with, and does not displace, the earlier Supreme Court jurisprudence in McGilligan on oppression‑based injunctions. In particular, the fact that a permanent injunction may be unlikely does not categorically bar interim relief where necessary to preserve meaningful rights to be vindicated at trial.
Quasi‑partnership as a practical tool: A well‑pleaded and factually grounded quasi‑partnership allegation can convert an otherwise standard internal governance dispute into one where equitable constraints apply, particularly in relation to exclusion from management and information flows.
Participation rights and adequacy of damages: In a quasi‑partnership setting, the right to sit on the board, receive real‑time financial information, and voice concerns at “trial‑critical” moments may not be adequately redressed by money compensation after the event.
Procedural discipline: The court’s inclusion of a liberty to apply to lift the injunction if PF does not prosecute the case diligently illustrates a modern tendency to condition interim relief on procedural fairness and expedition.

Ultimately, Roberts J’s judgment is an example of the court walking a narrow line: respecting majority rule and statutory corporate governance on the one hand, while on the other preserving, on an interim basis, the possibility that long‑standing personal and equitable understandings—quasi‑partnership—may place limits on what the majority can fairly do to a founder‑director who has taken the grave step of alleging oppression.