A co-founder of two of Ireland’s private hospitals wants the Commercial Court to compel companies associated with businessman Larry Goodman to abide by a shareholders’ agreement.
Dr Joseph Sheehan snr, one of the people behind the Blackrock Clinic and Galway Clinic, claims Mr Goodman wants his associated companies to acquire complete ownership over both hospitals at a “minimal price”.
Blackrock Medical Partners Ltd (BMP) and its sole shareholder, Dr Sheehan, have brought proceedings against Galway Clinic Doughiska Ltd and Parma Investments Ltd. The case was admitted to the fast-track commercial list on Monday.
BMP is a corporate vehicle through which Dr Sheehan says he owns a 25 per cent shareholder in Marpole Ltd, the 100 per cent shareholder in Galway Clinic.
Parma is a company associated with Mr Goodman and is the majority (75 per cent) shareholder in Marpole.
Parma has three directors on the board of Galway Clinic while Dr Sheehan says he is entitled to appoint two directors. The sixth director is the chairman who, Dr Sheehan claims, de facto acts in accordance with the wishes of Parma.
Express consent
Dr Sheehan said his proceedings arose out of a vote by the board on February 1st last which purportedly approved the expenditure of about €17million on a two-store extension to the Galway Clinic.
Dr Sheehan and BMP oppose that decision and said expenditure of more than €250,000 was precluded, under the shareholders’ agreement, without BMP’s express consent.
Dr Sheehan said the proceedings had been brought for the purpose of requiring the defendants to abide by their obligations arising from the 2004 subscription and shareholders’ agreement made between the parties and also by Marpole.
If the defendants are permitted to resile from those obligations, he and BMP would suffer irrecoverable loss and damage, he said. He said this case also related to other proceedings involving another company associated with Mr Goodman, Breccia.
Breccia last week won an appeal entitling it to a €8.7 million judgment and interest against developer John Flynn and his company Benray, which is part of the dispute over control of the Blackrock Clinic.
‘Power play’
Dr Sheehan said the present actions of the defendants represented a “power play” designed to put pressure on BMP and himself in respect of their shareholdings in the companies controlling the Blackrock Clinic and Galway Clinic.
Earlier, Dr Sheehan said the case was part of “unfortunately a growing litany of litigation” relating to ownership of both clinics.
“At the root of all of the said litigation are the strategems of Mr Laurence Goodman, the well-known businessman,” he said.
In simple terms, Mr Goodman wanted his associated companies to acquire complete ownership over the clinics, he said. Mr Goodman wishes to “force the sale of my interests” in them and “wishes to ensure that each such interest can be acquired at a minimal price”.
It is claimed that the February 1st €17 million expenditure decision is void and an injunction restraining Galway Clinic Doughiska from acting upon or recognising that decision is being sought.
Admitting the case to the Commercial Court, Mr Justice Brian McGovern urged mediation of the dispute and adjourned the case to allow the sides to ascertain whether mediation was possible.
