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2026 IEHC 329

THE HIGH COURT [2026] IEHC 329 Record No. HCOS/2026/53 IN THE MATTER OF DONNA LEDWIDGE HOLDINGS LIMITED AND IN THE MATTER OF AN APPLICATION PURSUANT TO SECTION 173 OF THE COMPANIES ACT, 2014 Between:MARK DOYLE Applicant -andDONNA LEDWIDGE AND DONNA LEDWIDGE HOLDINGS LIMITED Respondents Judgment of Mr. Justice Oisín Quinn delivered on 21 May, 2026 I. INTRODUCTION 1. This judgment concerns an application by the respondents to dismiss or strike out the applicant’s claim for relief under section 173 of the Companies Act 2014 on the basis that it is inappropriate and unnecessary in the circumstances in which it was brought. Section 173 entitles a person to commence proceedings by originating notice of motion grounded on affidavit to seek, inter alia, an order directing a company to rectify the 1 register of members so as, for example, to enter that person’s name in the register of shareholders. 2. The respondents contend that the applicant commenced this originating notice of motion improperly and with the intent of imposing unnecessary costs and expense on the respondents. 3. The application by the respondents arises in the context of two sets of pre-existing proceedings in which the central dispute between the parties, namely whether the applicant is entitled to shares in the second respondent, is already in issue. 4. In particular, on the same day as issuing this originating notice of motion, the applicant commenced plenary proceedings seeking: (

  1. i)a declaration that the first respondent holds 50% of the issued share capital in the second respondent on trust for the applicant; and (
  2. ii)an order directing the first respondent to take all necessary steps, including executing relevant documents, to transfer that 50% shareholding to the applicant. 5. In those circumstances, the respondents submit that there is no proper basis for the present proceedings seeking relief under section 173 of the Companies Act 2014. 6. Prior to the hearing on 11 May 2026, the parties engaged in correspondence regarding whether these proceedings had been appropriately issued. The applicant offered to adjourn the proceedings generally, with liberty to re-enter pending determination of the issues in the plenary proceedings, and with costs to be addressed thereafter. 7. The respondents rejected that proposal. They referred, inter alia, to having previously offered to consent to the proceedings being struck out with no order as to costs prior to the first return date of 2 March 2026. Instead, they proposed that the proceedings be struck out with an order for their costs, such costs to be stayed pending resolution of the applicant’s claim to 50% of the shares. The applicant did not accept that position and the matter proceeded to hearing. 8. In addition, the applicant sought to vacate the order for costs made on 2 March 2026, when the court had adjourned the matter at the applicant’s request on the basis that his side was not ready to meet the respondents’ arguments. Senior counsel for the 2 respondents had attended and was prepared to proceed. In those circumstances, and as the principal prejudice to the respondents was the wasted costs of preparation, the court adjourned the matter and awarded the respondents their costs of that day. II. BACKGROUND (
  3. i)The Parties 8. The applicant is a barrister and is married to the first respondent, a businesswoman who owns a number of businesses in the women’s health and beauty sectors. The second respondent (the “Company”) is one of those businesses. 9. The applicant contends that he assisted in founding and/or developing these businesses jointly with the first respondent. The extent of his involvement and contribution is, however, strongly disputed between the parties. 10. The parties began a relationship in July 2015 and were married on 22 December 2022. They separated in the latter part of 2025. There are currently family law proceedings between them. The pleadings in those proceedings are subject to the in camera rule and were not before this Court on this application. It is not disputed, however, that the issue of the applicant’s alleged entitlement to shares in the Company arises in those proceedings. (
  4. ii)Pre-Litigation Correspondence 11. On 20 January 2026, the applicant’s solicitors sent a letter of claim to the first respondent. The letter stated that the Company had been formed in 2019, that the applicant had been appointed a director, and that the first respondent was the sole shareholder. It further asserted that the business of another company, Wildflower, had initially been established as a partnership in 2023, with the parties as equal partners. The letter continued: “[I]t was decided and agreed by the parties in 2025 to incorporate the partnership as WF, and the business, assets and goodwill were duly transferred to WF. The parties agreed that WF would be a wholly owned subsidiary of the [Company] and that our client [the applicant] would become a 50% shareholder in the [Company]. Notwithstanding this agreement that our client would become a 50% shareholder in the Company, he has, to date, not been 3 registered as such but the parties have at all material times proceeded on the basis that he is entitled to such. We believe that concerns regarding tax and stamp duty delayed finalising the formal transfer of [the applicant’s] shares in [the Company]. Irrespective of the formalities, both parties proceeded on the foregoing basis with our client participating in management of [the Company].” 12. During the hearing, senior counsel for the applicant confirmed that the applicant’s case was that the issues concerning tax and stamp duty “never got resolved” because the parties ended up in dispute. 13. The letter of 20 January 2026 then sought various undertakings and indicated that, in the absence of compliance, the applicant would, inter alia, seek: (
  5. i)a declaration as to his alleged 50% beneficial ownership in the Company; and (
  6. ii)specific performance of the alleged January 2025 agreement to transfer 50% of the shares in the Company. 14. The first respondent’s solicitors replied by letter dated 28 January 2026. They referred to ongoing correspondence between the parties in the context of the family law proceedings and stated: “It is clear that all matters, including the claims made by your client in respect of our client’s companies, which are utterly refuted should be dealt with in the context of the family law proceedings.” This letter further noted that those family law proceedings sought, inter alia, relief requiring the High Court to determine issues regarding ownership of shareholdings in the first respondent’s companies. 15. Notwithstanding this, the applicant issued a plenary summons on 19 February 2026 seeking, inter alia: (
  7. i)a declaration that the first respondent holds 50% of the issued share capital in the second respondent on trust for him; and (
  8. ii)an order directing the first respondent to take all necessary steps to transfer those shares to him. 4 16. On the same date, he also issued the present originating notice of motion seeking relief pursuant to section 173 of the Companies Act 2014. 17. In the affidavit grounding the application, the applicant averred at paragraph 5: “I make this application in circumstances where I am the legal and beneficial owner of 50% of the shares held by the first respondent in the company.” This averment was made notwithstanding that the legal correspondence on behalf of the applicant preceding this had not claimed that he was the legal owner of the shares. In addition, his plenary summons issued on the same day had sought a declaration that he was the beneficial owner of 50% of the shares and that the first respondent held the shares in trust for him. What is more, during the hearing, the applicant’s senior counsel submitted that the applicant’s case was that the transfer of the shares was subject to resolving tax and stamp duty issues which never got resolved because the parties ended in dispute. 18. By letter dated 25 February 2026, the first respondent’s solicitors wrote to the applicant’s solicitors, pointing out that these claims overlapped with matters already in issue in the family law proceedings. The letter set out the respondents’ legal position in detail, namely that the applicant was improperly seeking relief under section 173 in circumstances where his entitlement to shares was disputed. The letter concluded by stating: “The fact that your client is aware of the existence of a dispute, is involved in family law proceedings and has issued Plenary Summons seeking reliefs concerning the same claimed shareholding all point to the inappropriateness of seeking to leverage the Section 173 remedy as a means of advancing his position.” The respondents invited confirmation that the section 173 proceedings would be withdrawn and indicated that, in default, they would apply to strike them out and seek costs. 19. By letter dated 26 February 2026, the applicant’s solicitors rejected these arguments and stated that the proceedings would not be withdrawn and that any strike-out application would be opposed. 5 (iii) Procedural History 20. When the matter first came before the Court on 2 March 2026, counsel for the respondents indicated their intention to proceed with the strike-out application without filing an affidavit, as flagged in their letter of 25 February 2026. Counsel for the applicant sought an adjournment to prepare submissions. This was opposed. 21. I granted an adjournment but ordered that the respondents’ costs of the hearing on that date be paid by the applicant, the primary prejudice to the respondents being the costs incurred in preparing for that hearing. 22. There was some dispute as to whether the respondents had received the applicant’s letter of 26 February, as it had been sent to a general email address. In any event, the correspondence confirmed that the applicant intended to oppose the application. However, on the return date, the applicant did not proceed to oppose the strike-out application but instead sought a further adjournment. 23. The matter then moved forward in the Monday Chancery 2 motion list with affidavits being filed and then written legal submissions being filed. III. SUBMISSIONS 24. The court had the benefit of helpful written and oral submissions from Mr. Tom Hogan, SC for the applicant and Mr. James Doherty, SC for the respondents. (
  9. i)Summary of the Applicant’s Submissions 25. Mr. Hogan, SC submitted that while these proceedings should be adjourned generally to await the outcome of the applicant’s plenary proceedings they were not inappropriately commenced and should not be struck out or dismissed. He stated that if the applicant was successful in the plenary proceedings then it would be appropriate to consider making orders pursuant to section 173. He indicated that the costs of these proceedings should therefore await that phase of the litigation. 26. Mr. Hogan, SC submitted that it was clear from Order 75, rule 3 of the Rules of the Superior Courts that section 173 relief could only be sought in an originating notice of motion proceeding such as this and accordingly the applicant had not, and indeed could not, have sought any orders pursuant to section 173 in his plenary proceedings. 6 27. In addition, Mr. Hogan, SC contended that while the respondents had indicated prior to the commencement of these proceedings that the applicant’s claim to 50% of the shares in the Company was disputed, he submitted that the factual basis of that refutation had not been set out prior to the commencement of these proceedings and accordingly it had been appropriate to commence these proceedings. Nonetheless, he was willing to have them adjourned pending the resolution of the plenary proceedings. He relied by analogy on the approach that had been adopted by Baker J. in Re Park Magic Mobile Solutions Ltd [2017] IEHC 287. 28. He submitted that the applicant’s claim was that in 2025 he had agreed with the first respondent that she “would” transfer 50% of her shares in the Company (in the context of the matters set out in the correspondence and affidavits) and that this would be done when certain unspecified tax and stamp duty issues were resolved. He accepted in oral submissions that this had not happened and that the “tax and stamp duty” issues “never got resolved because we ended in dispute”, per Counsel for the applicant at the hearing. The correspondence seemed to suggest that these tax and stamp duty issues were “formalities”. 29. Mr. Hogan, SC accepted that in a section 173 application that the onus was on the applicant to show that the company had refused to register him as a shareholder “without sufficient cause” but it was contended that the matter could be adjourned “to plenary hearing”. It was also contended that the court should reconsider the order for costs made on the 2 March 2026 (the first return date) “in light of the above procedural rules”. (
  10. ii)Summary of the Respondents’ Submissions 30. Mr. Doherty, SC submitted that an application for relief pursuant to section 173 was inappropriate in the context of a dispute such as this. Firstly, he contended that the applicant knew that his claim to half of the first respondent’s shares in the Company was disputed. This was made clear in the correspondence that preceded these proceedings and was obvious from the breakdown in the relationship between the parties and the reliefs claimed in the family law proceedings. 31. Next, Mr. Doherty, SC said that the case law made it clear that section 173 applications were intended to proceed by summary application on affidavit and were not suitable for cases where there were substantial factual disputes. He relied on the High Court and 7 Court of Appeal decisions in Re Orlington [2023] IEHC 34 and [2023] IECA 256 in that regard. 32. Mr. Doherty, SC pointed to the fact there were existing family law proceedings between the parties and to the fact that the applicant had commenced plenary proceedings seeking reliefs connected with this dispute about the shares in the Company as unanswerable evidence that the applicant must have known that it was inappropriate to have commenced these proceedings. 33. As for the costs of the 2 March 2026, he pointed out that the letter from the applicant’s solicitors of 26 February 2026 (which his side had been unaware of on 2 March) actually only made his application for the costs of that day stronger. In that letter the applicant’s solicitors had not indicated that they wished to adjourn the issue but rather had stated categorically that the respondents’ application to strike out their proceedings would be “vigorously defended”. 34. Mr. Doherty, SC contended that the position had been substantively and clearly set out in his side’s letter of 25 February 2026. The applicant had persisted and had now put his side to further substantial costs in the context of an inappropriate set of proceedings and he submitted that the proceedings should be dismissed or struck out with a further order for the respondents’ costs. IV. RELEVANT LEGAL PRINCIPLES 35. In general, shares in a private company can be transferred where a transferee enters into an agreement with the holder to purchase the shares. Such a transaction will usually be subject to any limitations contained in any shareholders’ agreement between the transferor and other shareholders, and/or any restrictions in the company’s constitution. Typically, the transaction is recorded in writing, may attract stamp duty, and may have tax implications. The transfer is ordinarily effected by the execution of a stock transfer form reflecting the sale. 36. Section 94

(4)of the Companies Act provides that a company shall not register a transfer of shares unless a proper instrument of transfer has been delivered to it. As Courtney explains in The Law of Companies (4th ed.), this statutory provision does not preclude a company from registering as a shareholder a person who has acquired rights in shares by operation of law. 8
  1. The mechanics of share transfers are helpfully discussed in Chapter 9 of Courtney. Once the transferor has agreed to sell shares to the transferee and has executed the necessary stock transfer form, the transferee must apply to the company to be entered in the register of members. This is then a matter for the directors.
  2. Section 95
(1)(a) of the Companies Act provides that, save where the company constitution provides otherwise, the directors have an absolute discretion to decline to register a transfer of shares. The case law and academic commentary establish that this discretion must be exercised bona fide and for the benefit of the company as a whole (see Courtney, para. 9.047 et seq.).
  1. Section 173 provides a mechanism whereby a person aggrieved by a failure to be entered in the register of members may apply for rectification of the register. This is the statutory procedure invoked in these proceedings. The application is made by originating notice of motion and grounded on affidavit, in accordance with Order 75, rule 3 of the RSC.
  2. The court’s jurisdiction is set out in section
  3. Section 173
(1)provides that a person aggrieved by a failure of the directors to register them as a member may apply for rectification. Section 173
(2)provides that the court may refuse the application or order rectification of the register and payment by the company of compensation for any loss sustained. Section 173
(3)further provides that the court may “decide any question necessary or expedient to be decided for rectification of the register”.
  1. The parties referred in submissions to Re Hoicrest Ltd [2000] 1 WLR
  2. In that case, the Court of Appeal of England and Wales held that the absence of a proper share transfer did not automatically preclude the court from proceeding under the equivalent statutory provision in England and Wales. The Chancery judge had held that there was no basis for registration until legal title was established; however, the Court of Appeal rejected that approach. The Court of Appeal distinguished between jurisdiction and discretion. Mummery LJ explained (at page 419) that jurisdiction to rectify the register derives from the statutory provision equivalent to s.173
(1), while the broader discretion arises under the equivalent of s.173
(3). The Court held that the latter empowers the court to determine disputes concerning title on an application for rectification.
  1. However, as noted at para. 9.074 on page 557 of Courtney, the Court of Appeal cautioned against resolving title disputes within what are essentially summary 9 proceedings. Mummery LJ emphasised that, although the court had jurisdiction to determine such issues, it may be more appropriate to pursue plenary proceedings where substantial disputes arise. In Re Hoicrest, the Court of Appeal, relying on the then recent new Civil Procedure Rules in England and Wales, for practical case management reasons, directed the trial of a preliminary issue as to whether the parties had agreed to a transfer of shares and whether the shares were to be held on trust pending repayment of a loan.
  2. However, Mummery LJ stressed that while the court could consider disputes concerning title, this did not mean it should always do so within summary proceedings. He further observed that the summary nature of the statutory procedure may render it unsuitable where there is a substantial factual dispute, in which case separate proceedings for declaratory relief may be preferable; see page 420 of Re Hoicrest.
  3. The parties also referred to the Privy Council in Nilon Ltd v Royal Westminster Investments SA [2015] 3 All ER 372 which reviewed the authorities on rectification in the context of similar statutory provisions for the British Virgin Islands. Lord Collins (from para. 36 et seq.) identified two key points that emerged from a review of the case law on this topic and the equivalent BVI statutory provisions dating back to the mid19th Century. He concluded that firstly, the summary nature of the jurisdiction makes it unsuitable where there are substantial factual disputes, and secondly, that the statutory jurisdiction is primarily concerned with legal title.
  4. In Nilon, at paragraph 51, Lord Collins concludes that Re Hoicrest was wrongly decided: “rectification proceedings may only be brought where the applicant has a right to registration by virtue of a valid transfer of legal title, and not merely a prospective claim against the company dependent on the conversion of an equitable right to a legal title by an order for specific performance of a contract. It follows that Re Hoicrest was wrong as a matter of principle, however sensible it might have been as a matter of case management”.
  5. The parties also relied on Re Park Magic Mobile Solutions Ltd [2017] IEHC 287, a decision of Baker J of 9 May
  6. In that case, Baker J noted the broad discretion of the court under the statutory provision. At paragraph 24 she observed that the power to determine questions of title includes determining whether legal title has passed and, 10 where appropriate, where the beneficial interest lies. Baker J. referred to Re Hoicrest in that regard but it may be of note that, at that juncture, the relatively recent decision of the Privy Council in Nilon does not appear to have been cited in argument. .47 However, in substance, as it happens, Baker J adopted an approach consistent with that endorsed in Nilon. She emphasised that the statutory procedure is intended to operate as a summary mechanism and that where the issues cannot be resolved on a summary basis, the court may decline to grant relief. Consequently, at paragraph 65 of Re Park Magic Mobile Solutions, Baker J concludes that the complexity of the evidence and the existence of a dispute as to beneficial ownership rendered the application unsuitable for determination under s.
  7. She held that the dispute required resolution in plenary proceedings and she refused the application. To that extent therefore, the outcome was in substance more in line with that commended by the Privy Council in Nilon as opposed to the result in Re Hoicrest.
  8. The other decision of note in relation to section 173 applications is the decision of Laffoy J. in Banfi Ltd v Moran [2006] IEHC
  9. In that case Laffoy J considered the circumstances in which directors may refuse to register a transfer. That issue does not directly arise in the present case.
  10. More recently, in Re Orlington Company Ltd [2023] IEHC 34 and on appeal Re Orlington Company Ltd [2023] IECA 256, the High Court (Stack J) and the Court of Appeal (Allen J) reaffirmed that the jurisdiction under s.173 is a discretionary one to be exercised on a summary basis. While the court may determine questions of title and interpret relevant documents, it is not a procedure suitable for resolving contested issues of fact. Allen J endorsed the principle that, although the jurisdiction is broad, it does not permit the resolution of factual disputes requiring oral evidence. The remedy is therefore confined to cases that can properly be determined on a summary basis. In practical terms therefore, this echoes the approach commended by the Privy Council decision in Nilon. V. DECISION
  11. Taken together, the statutory provisions and case law analysed and discussed in section IV above establish that section 173 provides for a summary procedure. While the court has a broad discretion and may determine questions of title, it is not designed to resolve 11 substantial disputes, particularly those concerning beneficial ownership, unless they can be determined on a straightforward analysis of documents.
  12. The Irish authorities, particularly Re Park Magic Mobile Solutions and Re Orlington, are consistent with the reasoning of the Privy Council in Nilon, namely that rectification proceedings (section 173) should only be brought where the applicant has an immediate right to registration based on legal title, rather than a mere prospective equitable claim which will likely require a plenary hearing to resolve. In particular, Re Park Magic Mobile Solutions supports the proposition that section 173 is unsuitable where, as here, the dispute involves contested issues of beneficial ownership requiring plenary determination.
  13. In the present case, there is no dispute about that because prior to these proceedings being listed the applicant initiated plenary proceedings seeking declarations that the first respondent holds 50% of the shares “in trust” for him and seeking orders for their transfer.
  14. The timing of the steps taken by the applicant is important. Firstly, his own solicitors’ initiating correspondence sought to assert that he had a “beneficial” interest in those shares. This correspondence also contended that the agreement was that the first respondent “would” transfer 50% of her shares in the Company to him, not that she had actually done so and it threatened seeking specific performance. What is more, the correspondence, and his own Counsel at the hearing, explicitly acknowledged that this transfer was subject to the resolution of certain tax and stamp duty issues. Precisely what those “issues” were was not explained by the applicant, but on the applicant’s own case it was not claimed that these “issues” had been resolved. In fact it was accepted that they had not been resolved.
  15. In the context where the parties had extant family law proceedings between them in which the first respondent asserted that issues around the shares could be addressed, the respondents’ solicitors had replied to this initial correspondence refuting the claims to any beneficial ownership in the shares and pointing out that those existing family law proceedings were where those disputes should be addressed.
  16. While the applicant (after the first return date of these proceedings) sought to add additional averments to his claim to a beneficial interest in the shares and while the first respondent has sworn affidavits in reply I do not propose to set out an analysis of these 12 averments or the various referred to emails (the context of which is in dispute) as that evidence will be the subject of the plenary hearing either in the family law proceedings or the plenary hearing of the proceedings which the applicant himself commenced prior to these proceedings being listed in the Chancery 2 list.
  17. It is sufficient to observe that, on the same day as the commencement of these proceedings, the applicant responded to the correspondence disputing his claims by issuing a plenary summons claiming, inter alia, a declaration that the first respondent was holding 50% of her shares in the company “in trust” for him. He also sought an order directing her to execute the necessary documents to transfer the shares to him. In effect, he acknowledged by taking this step that those disputes would require resolution at a plenary hearing.
  18. Accordingly, I am satisfied that the undisputed context here means that this case falls clearly outside any potential range of claim that could be appropriately made for relief under section
  19. Firstly, this is not a case where the applicant claims that the first respondent has actually transferred shares in the Company to him. Nor does he claim to have a written agreement or any formal executed document from the first respondent transferring the shares to him. His plenary summons implicitly acknowledges that currently the first respondent is the legal owner of those shares by seeking in the first relief a declaration that she holds those shares in trust for him. In addition the issue of the plenary summons is an acknowledgement that the dispute as to the beneficial ownership of the shares requires to be resolved in those plenary proceedings. I do not accept therefore the submission of the applicant that he was not aware of a dispute on this issue.
  20. Leaving aside whether the issue of the plenary summons was appropriate bearing in mind what the court has been told is pleaded in the pre-existing family law proceedings, I am satisfied that having commenced those plenary proceedings it was inappropriate to have initiated these proceedings. A section 173 application is not the appropriate procedure to resolve an untried contractual dispute such as this.
  21. I am also satisfied that there is no justification for adjourning these proceedings on the basis that they may be necessary if the applicant succeeds in the plenary proceedings. While the applicant is correct that the RSC require an application for section 173 relief to be brought by originating notice of motion that is not a justification for bringing it 13 either prematurely or unnecessarily. In this case, there is no evidential basis for any apprehension that if the applicant succeeds in getting the reliefs sought by him in the plenary proceedings (which could include an order directing the first respondent to transfer 50% of her shares in the Company to the applicant) that the Company would then resist entering the applicant in the register as the owner of those shares.
  22. For all those reasons, I am satisfied that it was inappropriate to initiate these proceedings under section
  24. Finally, I am not persuaded that I should vacate or alter the order for costs made on 2 March
  25. The letter from the applicant’s solicitors of 26 February 2026 (which due to inadvertence was not put by the parties before me on 2 March 2026) does not change the position. It strengthens the position of the respondents for the costs of that day for the reasons submitted by Mr. Doherty, SC. VI. CONCLUSION AND FORM OF ORDER
  26. The applicant had already commenced plenary proceedings seeking declarations as to the beneficial ownership of the shares and seeking orders for the transfer of shares. In doing so, he implicitly accepted that the dispute required resolution in plenary proceedings.
  27. The correspondence issued before these proceedings commenced and the applicant’s submissions confirm that the applicant’s case is that the first respondent agreed that she “would” transfer shares, subject to unresolved tax and stamp duty issues. It is accepted that no transfer has in fact taken place.
  28. Accordingly, this is not in reality a case in which the applicant asserts an existing legal entitlement to registration of his ownership of the shares. Rather, he asserts a disputed equitable claim which on his own case requires adjudication in plenary proceedings.
  29. In those circumstances, the application falls outside the proper scope of section
  31. I propose therefore to strike out the applicant’s originating notice of motion and I will hear from the parties as to costs and any other orders required. 14

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