Canadian firms seek to secure payments of refinancing fees

TWO CANADIAN companies have brought a legal action related to the “Ireland Initiative”, a plan to exploit property-related “opportunities” with Irish-based owners, developers and lenders arising from the banking crisis and the establishment of the National Assets Management Agency.

The business plan of Montreal-based MBC Capital Corporation is to marry Canadian capital with the capital requirements of Irish property developers so they can refinance borrowings or sell assets. The fee for the successful refinancing of one unnamed client’s assets could be as high as €17 million, the court heard.

Mr Justice Peter Kelly was told yesterday that due to the commercially sensitive nature of the initiative, public disclosure of a schedule of names of Irish clients and contacts of the initiative would be damaging to the business. Those names were blacked out in court documents.

The proceedings have been brought by two companies based in Montreal, Canada – MBC Capital Corporation (MBC Capital) and TMG the Marine Group Inc (the Marine Group) – and by Sheldon Mintzberg, a director of both companies who holds both Irish and Canadian citizenship and has an address at Straffan House, Kildare Golf and Country Club, Co Kildare.

The action is against Andrew Blair, a Canadian citizen, and a company of which he is a director, 1677933 Ontario Ltd, both with addresses at Bayview Heights Drive, Toronto, Canada.

Michael Howard SC, for the plaintiffs, yesterday secured an interim order on an ex-parte basis (one side only represented) requiring the defendants, pending further court order, to pay to the plaintiffs’ solicitors any payments made to them in relation to the Ireland Initiative.

He also secured liberty to bring an application before the Commercial Court on Monday for leave to have the proceedings transferred to that court.

Mr Howard said the case arose from the banking and credit crisis here and the establishment of Nama. There were opportunities to be availed of here, including relating to restructuring, and his clients had the capital to do that, he said.

It was the plaintiffs’ case that Mr Blair had breached an agreement set out in a memorandum of understanding of March 29th last concerning the Ireland Initiative, he said.

In court documents, the plaintiffs claim they engaged with Mr Blair in the development of the Ireland Initiative as part of which MBC Capital had a commercial relationship with a group of clients and contacts whom Mr Blair and Mr Mintzberg had met here on behalf of MBC Capital.

Mr Mintzberg claimed he had invited Mr Blair to enter into a joint venture to take advantage of a business opportunity in Ireland. Mr Mintzberg claims it was he who identified that opportunity, introduced Mr Blair to it and Mr Blair agreed to get involved.

MBC Capital was the corporate vehicle through which the joint venture would be conducted and it was agreed the profits would be divided equally between himself and Mr Blair, he said.

However, he claimed the defendants were taking, or threatening to take, actions in breach of their duties to the plaintiffs under the agreement.

It is alleged the defendants had engaged in a number of wrongful actions in breach of the memorandum of understanding which required that all opportunities in connection with the Ireland Initiative be pursued through MBC Capital.

It is alleged Mr Blair wrongfully sought to divert to himself or his company “all fees” payable by one of MBC Capital’s clients who had agreed to enter into an important and valuable contract.

When confronted about that, Mr Blair agreed that “all fees” payable by that client should be paid to MBC Capital, but the defendants had since purported to deny the existence of any agreement between them and the Marine Group in relation to MBC Capital, it is claimed.

Mr Mintzberg said Mr Blair had signalled his intention to try and exploit for his own account the clients and contacts of MBC Capital, plus business opportunities which formed part of that entity’s business. The plaintiffs had a real concern the defendants may try and remove monies from this jurisdiction which should be for the account of MBC Capital, he said.