Summary of Judgment

Factual and Procedural Background

These proceedings arise from corporate disputes concerning Company A (the parent company) and its group (the Company Group). Plaintiff 1 was CEO of the Company Group until his purported removal on 14 November 2024. The relationship between relevant shareholders is governed by a Subscription and Shareholders' Agreement ("SSA"); the Plaintiffs and Defendant 2 are shareholders and parties to the SSA. Defendant 2 exercised investor governance rights, including the appointment of two investor directors. In November 2024 investor directors (Director A and Director B) and manager directors (Director C and Plaintiff 1) were in office.

Events in November 2024: an email dated 11 November 2024 purportedly added agenda business for a board meeting scheduled for 14 November 2024. Plaintiff 1 alleges he was informed on 13 November 2024 that he had been summarily removed and had his access to group IT systems terminated. On 14 November 2024 a board meeting proceeded; Plaintiff 1 alleges he was precluded from attending (this is disputed). On the evening of 14 November 2024 Plaintiff 1 received a package of corporate documents (identified in para.37 of the statement of claim) that included a written resolution and documentation recording his status as a "Leaver" under the SSA. In March 2025 the defendants served "Leaver Notices" seeking compulsory transfer/repurchase of shares at a claimed Leaver Fair Market Value (contended by defendants to be nil, based on a 30 June 2024 valuation).

Procedurally, the Plaintiffs sought discovery of eleven categories of documents by letter of 22 September 2025. The parties agreed most categories but disputed categories 7, 8 and 10. Category 8 was later agreed. Plaintiff brought the present application for discovery of categories 7 and 10. Judge Sanfey delivered judgment on 13 February 2026 refusing discovery in the terms sought and indicating a further listing for ancillary submissions on 18 February 2026.

Legal Issues Presented

1. Whether the documents sought in Category 7 ("instructions in relation to, and the drafting of, the documents identified at para.37 of the Statement of Claim and other documents in that numbered sequence") are relevant to pleaded issues and therefore discoverable.
2. Whether the documents sought in Category 10 ("actions taken and communications ... in relation to the decision to serve, the preparation of, and calculation of value for, the Leaver Notices") are relevant to pleaded issues and therefore discoverable.
3. Whether the court should order discovery in reformulated terms proffered by the Defendants.

Arguments of the Parties

Plaintiffs' Arguments

• Documents evidencing or recording instructions for drafting the corporate documents delivered on 14 November 2024 are relevant to the pleaded allegation that the 11 November email was deliberately deficient and intended to deprive Plaintiff 1 of adequate notice (paras. 38(4)–(5) of the statement of claim).
• Discovery is required where it is "reasonable to suppose" the document may enable a party to advance its case or damage the adversary, relying on Compagnie Financiere du Pacifique v Peruvian Guano & Company [1882] 11 QBD 55.
• Documents relating to the decision to serve and calculation of Leaver Notices are relevant because schedule 11 of the SSA requires the Board to calculate fair market value "acting in good faith", and the surrounding circumstances of the decision and valuation discussions are material to compliance with Clause 18 and Schedule 11.

Defendants' Arguments

• The defendants admitted the 14 November documents were drafted in advance; the documents "speak for themselves" and their legal effect is a matter for argument, not additional discovery of drafting instructions.
• The documents sought in Category 7 do not connect to the pleaded notice issue and therefore lack relevance; agreed categories (including Categories 1 and 8) already cover communications relevant to notice and the meeting context.
• There is no pleading that the Leaver Notices or their valuation were prepared or calculated in bad faith; the plaintiffs' challenge to the Leaver Notices rests on the contention that the plaintiffs are not "Leavers" because the board decisions were invalid, not on a pleaded inaccuracy or lack of good faith in valuation—so Category 10 documents are not relevant.

Table of Precedents Cited

Precedent	Rule or Principle Cited For	Application by the Court
Compagnie Financiere du Pacifique v Peruvian Guano & Company [1882] 11 QBD 55	The test for discovery: documents relating to matters in question that it is reasonable to suppose may enable a party to advance its case or damage the adversary.	The court accepted the plaintiffs' citation of the formulation but applied it strictly: relevance must be to a pleaded issue; it concluded Category 7 documents did not meet the relevance test despite the Peruvian Guano formulation.
Keating v RTE [2013] IESC 22	Discovery is an aid to a viable action or defence or an issue therein, not a means to establish a new cause of action.	The court relied on this principle to reject discovery that might be used to found an unpleaded cause of action; it held Plaintiffs could not seek documents that might give rise to a cause of action not pleaded (applied to Category 7 and Category 10 requests).

Court's Reasoning and Analysis

Judge Sanfey analysed each category against the pleaded issues and established discovery principles. Key steps of the analysis:

• Relevance threshold: documents must be relevant to an issue in the pleadings; the Peruvian Guano "reasonable to suppose" test applies but does not permit fishing for unpleaded causes of action.
• Category 7: the pleaded complaint about notice (paras. 38(4)–(5)) concerns adequacy of notice and alleged intent to deprive Plaintiff 1 of notice. The documents actually served on 14 November 2024 were accepted by defendants as drafted in advance and "speak for themselves". The plaintiffs did not establish that documents evidencing instructions for drafting those documents are relevant to a pleaded issue. Additionally, Plaintiffs already have agreed categories (notably Categories 1 and 8) covering communications between specified persons about removal and the November board meeting, which should provide context. The court concluded discovery of Category 7 as sought was not relevant and refused it.
• Category 10: the plaintiffs challenge the Leaver Notices on the ground that Plaintiff 1 and Plaintiff 2 were not "Leavers" because of the alleged invalidity of the 14 November decisions. There is no pleaded allegation that the Leaver Notices or their valuation were calculated in bad faith or incorrectly. Because the only pleaded basis for invalidity is that the plaintiffs were not Leavers, documents about the decision to serve, preparation of, and calculation for the Leaver Notices do not satisfy the relevance test. The court therefore refused discovery of Category 10 as drafted.
• The court noted the Defendants had offered narrower, reformulated versions of Categories 7 and 10 and indicated an inclination to order discovery on those terms, but declined to impose such an order without further submissions.

Holding and Implications

The court's final decision was to refuse the plaintiffs' application for discovery in the terms sought for both Category 7 and Category 10. The core rulings are:

Application for discovery of Category 7: REFUSED.

Application for discovery of Category 10: REFUSED.

Implications:

• Direct effect: The plaintiffs will not obtain discovery of the contested categories in the form originally requested; the defendants remain bound by the agreed discovery categories (including Categories 1 and 8).
• The court indicated it is inclined to order discovery in the narrower, reformulated terms proposed by the defendants but reserved making such an order pending further submissions; the matter was listed for further submissions on ancillary orders and costs on 18 February 2026.
• No novel legal precedent was created; the decision applies established discovery principles strictly against requests that seek documents only to found unpleaded causes of action or to go beyond relevance to pleaded issues.

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Judge Sanfey