The High Court has held that Jordanian businessman, Mr Zakariah El Taher, breached an agreement with Mr Pascal Phelan, his co-owner in the Master Meats Group, when in 1987 he secretly sold 80 per cent of his holding to Mr Larry Goodman.
Mr Justice Roderick Murphy said the sell-out had taken place unknown to Mr Phelan only six months after he had joined Mr Taher in a joint venture agreement in respect of several meat companies loosely called the Master Meats Group.
Judge Murphy, in determining a number of preliminary issues in Mr Phelan's £30 million (€38 million) damages claim against Mr Goodman, held that Mr Taher had breached an Article of Association and a clause in a side agreement which provided that every member who desired to transfer any share should notify the company in writing.
He found that by an agreement of April 15th, 1987, Mr Taher had disposed of his beneficial interest in his shares in MMG by the personal payment to him of a bank draft sourced by Mr Goodman in the sum of $9.75 million (€10.7 million) together with an option over the remaining 20 per cent for a nominal $100. Mr Phelan is suing Mr Goodman for £30 million damages and interest for alleged conspiracy, fraudulent misrepresentation and for inducing or procuring breaches of agreements between Mr Phelan and Mr Taher.
Mr Phelan is also suing Mr Taher for breach of agreements and there are various counter actions by Mr Goodman in an inter-party action that is expected to go on for 18 months.
Mr Justice Murphy, in outlining the case, said Mr Phelan and Mr Taher had entered a joint venture agreement in respect of the MMG companies in October 1986, the secret sell-out had taken place six months later and in August 1988 Mr Phelan had offered to buy out Mr Taher's interest.
Mr Taher had made a counter offer to buy out Mr Phelan.
"In effect Mr Goodman acquired control and Mr Phelan alleges he suffered loss," Judge Murphy said.
He said that in pleadings Mr Goodman had admitted he now owned Mr Taher's former shareholding in MMG and that the sale of Mr Taher's shares was, in legal terms, induced by him.
Judge Murphy said evidence and submissions would have to be heard in relation to a number of elements of the proceedings.
He adjourned the matter for mention to October 5th when the parties could make further submissions as to how and when to proceed with the full hearing of the action.
