A shareholder in a software company established to help people with hearing issues has claimed before the High Court that the firm has been damaged due to the “irrational, unfair, wholly unfounded and oppressive” actions of Liverpudlian comedian John Bishop.
The claims have been made by Maltese-registered BAK Holdings Limited, which says its interests as a shareholder in Hears Technology Limited are being oppressed by Mr Bishop, who is a shareholder and a director of Hears.
Other shareholders in Hears include Mr Bishop’s son, Joseph Bishop, and U2 drummer Larry Mullen.
The dispute arising out of the breakdown of the relationship between John Bishop and BAK is the subject of two sets of proceedings pending before the High Court.
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In one of the actions, which was mentioned before Ms Justice Eileen Roberts on Monday, BAK claims Mr Bishop has set Hears on a course for “its dissolution and demise”.
BAK says Mr Bishop terminated the employment contracts of all of Hears staff on June 24th last while “he was attending the Glastonbury music festival” and terminated the lease the company had for a premises in Co Kilkenny.
Mr Bishop, it is also claimed, is not acting in the company’s best interests and was in effect winding down the business.
BAK further claims that Hears is only being kept in existence by Mr Bishop to pursue litigation in other separate proceedings against the Maltese entity and its director Brendan Morrissey.
Those proceedings, BAK adds, are an attempt to “intimidate and bully” BAK and Mr Morrissey into “walking away from Hears”.
Mr Bishop denies any wrongdoing. A letter from his solicitor stated that all employment law has been adhered to and the company was left with no choice but to “implement redundancies” due to BAK’s attempts to “scuttle” the company.
In its proceedings, BAK, which rejects Mr Bishop’s claims, seeks a High Court declaration that due to Mr Bishop’s actions the affairs of Hears are being conducted in a manner that is oppressive to the applicant.
BAK seeks an order that it be paid compensation by Mr Bishop or that the court orders Mr Bishop and the other shareholders to purchase BAK’s shareholding in Hears.
It is claimed that Hears’s main shareholders are Mr Bishop and BAK, a technology development company, with each holding 42.5 per cent of shares. Mr Mullen, Joseph Bishop and GF Portfolio Ltd, which are notice parties to the oppression proceedings, each hold 5 per cent of shares, it is claimed.
Last year Hears had proceedings against BAK and Mr Morrissey admitted to the fast-track Commercial Court list.
It is claimed by Hears in that action that Mr Morrissey has defrauded the company of approximately €1 million which, it is alleged, was paid to BAK for software development services that were independently valued as being worth approximately €215,000.
It also alleged that a €548,000 credit for software services allegedly made available to Hears by BAK in consideration for shares in the plaintiff company was never actually provided.
The claims are fully denied.
Mr Morrissey, a businessman of the Pink House Kells, Co Kilkenny, says in his defence to the Commercial Court proceedings that all of the payments made by Hears to BAK were legitimate.
That action has yet to be determined.
In a sworn statement in the oppression proceedings, Mr Morrissey said he played a “pivotal” role in establishing and developing Hears.
He said his solicitor Mr Landers has sought clarification from Mr Bishop on certain matters, including Mr Morrissey’s removal from being a director of Hears in May 2022.
These include a clarification on the Hears company records where it is stated that Joseph Bishop exercised a proxy vote on behalf of Mr Mullen on the vote to remove Mr Morrissey as a director.
This was in circumstances where Mr Mullen’s solicitors have confirmed that the musician said he returned a proxy to abstain from that vote, Mr Morrissey said.
Clarification has also been sought on the July 2022 establishment of a separate IT services company called Kleara Limited, of which Mr John Bishop is listed as a director.
Mr Bishop denies any wrongdoing, saying company law has been adhered to and that Kleara does not use any assets of and has no relationship with Hears.
On Monday, Padraig Lyons SC, with Brendan Savage BL, instructed by solicitor Setanta Landers, for BAK, said the accusations made against his client in the Commercial Court are “false” and “trumped-up”.
Arising out of those proceedings, and the alleged manner in which Mr Bishop has been running Hears, his client has brought a claim under the 2012 Companies Act alleging oppression, counsel said.
Eoghan Cole BL, for the comedian, said BAK’s proceedings are premature and should be adjourned generally with the ability to be readmitted pending the outcome of the related proceedings.
Having two sets of proceedings before two different courts arising out of the same dispute, counsel added, would be costly and time-consuming.
In reply, Mr Lyons said his side was opposing any application to pause the oppression proceedings. His client’s action is a genuine and legitimate effort to protect its interests, he added.
In her ruling, Ms Justice Roberts expressed her general opposition to two sets of proceedings arising out of the same dispute running before two different courts.
However, the court said that any application to stay the oppression proceedings should be formally made to the court.
The judge agreed to adjourn the matter for a month to allow Mr Bishop’s lawyers to prepare the stay application.
