A High Court judge has told listed radiator and plastics group Barlo and three brothers that actions between them would be costly for both winners and losers.
Mr Justice Kearns told both parties yesterday that there was no dispute that was so difficult that it was not amenable to resolution through discussion.
He was speaking before the adjournment of a number of actions and counterclaims linked to the Barlo Group plc, which opened in the High Court yesterday and are expected to last for some months.
The disputes involve subsidiaries of Barlo Group and inventor Mr Brian Mooney and his brothers Eamonn and Roy.
The Mooney brothers have been involved in joint ventures in the radiator industry since the early 1990s. They claim that, through their company, Igote, they own 40 and 49 per cent of two Barlo subsidiaries and they are also challenging the company's accounts.
One set of proceedings has been taken under section 205 of the Companies Act by Igote on the issue of Merriott Radiators Ltd and Badsey Ltd (a Barlo subsidiary). The Mooney brothers - who are stated to have developed the specification (commercial) radiator business - are directors of Igote.
The Section 205 proceedings are against Baggrave Ltd, Barlo Heating Ltd, Barlo Group plc and other respondents. Igote is claiming oppression and disregard of interests.
Igote Ltd, in a petition, says Badwell Ltd was incorporated in April 1991 and subsequently changed its name in 1991-92 to Merriott Radiators Ltd (MRL), to carry on business in wholesaling, retailing and manufacturing central heating equipment.
MRL and Badsey, it is claimed, were conceived as joint venture companies between Igote, Barlo Heating Ltd and Baggrave Ltd.
The petition says that, from the outset of the relationship between the parties in July 1991, the respondents had excluded Igote and the Mooneys from any meaningful role and from participation in the management of the companies. It is alleged the respondents had mismanaged the companies.
Igote is seeking a declaration that it has been oppressed and that its interests have been disregarded as a member of MRL and Badsey. It is also claiming a declaration that Igote holds 40 per cent of the issued share capital of MRL and 49 per cent of the issued share capital of Badsey.
The respondents in the section 205 proceedings deny the claims and also deny that Barlo Group plc has been responsible for the alleged or any acts of oppression or disregard of Igote's interests. They also deny that Igote or its shareholders had a legitimate expectation that they would achieve 49 per cent of the shareholding of MRL and Badsey.
If Igote or the Mooneys were excluded from any meaningful role in the management of the companies, which is denied, it is pleaded such exclusion was fully justified by reference to the performance of the Mooneys.
Although Igote suffered a dilution of its interest in MRL, such dilution was not in any way wrongful, it is further pleaded.
In another set of proceedings, MRL and Badsey Ltd are suing Mr Brian Mooney, Mr Eamonn Mooney, Mr Roy Mooney and Igote Ltd seeking damages for alleged misfeasance, breach of trust, breach of contract and intentional interference with the plaintiffs' economic interests.
The loss and damage is alleged to have resulted from the purchase by MRL of the business of Merriott Radiators Ltd (in receivership), loss by Badsey of licence fees due to MRL's inability to pay them and trading losses.
The defendants in that action deny the claim and have brought a counterclaim, pleading that Mr Brian Mooney was and remains the legal owner of certain patent rights for the design and manufacture of customised radiators. They also plead that Mr Mooney held and continues to hold the patents on trust for Igote.
The defendants also claim damages for alleged breach of contract, injurious falsehood and intentional interference with economic relations.
In a third set of proceedings, Barlo Heating Ltd is suing the Mooneys and Igote Ltd for damages for alleged misrepresentation, negligent misstatement, breach of contract and intentional interference with Barlo's economic interest, while in a further action, transferred from the Circuit Court, Merriott Radiators Ltd is suing Igote Ltd.
Mr Bill Shipsey, SC, for the Igote/Mooney side, told Mr Justice Kearns that "no sooner was the ink dry" on the agreement of July 1991 than the Barlo side proceeded to act as if there was no longer a joint venture.
Mr Dermot Gleeson, SC, for the Barlo side, said the agreement was not to give the Igote side 49 per cent of the business. The agreement provided that, if Igote made £1.25 million in the next 20 months, the shareholding would increase to 49 per cent.
