IEHC 83 — IEHC 83 — High Court

THE HIGH COURT

COMMERCIAL

[2026] IEHC 83

[Record No. HP2025.3003

COM 2025.0046]

BETWEEN

MAURICE NELIGAN, MANUELA NELIGAN

AND

MERLIN ONE INVESTMENTS LIMITED

PLAINTIFFS

AND

INFRARED INFRASTRUCTURE VI EUROPE LIMITED

AND

JOLT ENERGY HOLDINGS LIMITED

RESPONDENTS

JUDGMENT of Mr Justice Mark Sanfey delivered on the 13th day of February

2026. 2

Introduction.

1. This judgment relates to an application for discovery by the plaintiff by notice

of motion issued on 29 October 1995 seeking three disputed categories of discovery,

categories 7, 8 and 10 of those which were originally sought.

2. There was no material dispute between the parties as to the relevant legal

principles, which both sides accept are well settled.

Background:

3. These proceedings concern the affairs of the second defendant (‘Jolt Holdings’

or ‘the company’) and the group of companies of which it is parent (‘the Jolt Group’).

4. The first plaintiff was, until his purported removal on 14 November 2024,

CEO of the Jolt Group, and was managing director and an employee of an indirect

subsidiary of Jolt Holdings GmbH (‘Jolt Germany’). Jolt Germany was a direct

subsidiary of Jolt Energy Ltd (‘Jolt Energy’) and formerly was a direct subsidiary of

Jolt Holdings.

5. The relationship between the shareholders of the company is governed by a

Subscription and Shareholders’ Agreement (‘SSA’). The plaintiffs and the first

defendant are shareholders in Jolt Holdings and are parties to the SSA. The first

defendant is a significant investor in the company and has enhanced governance rights

pursuant to the SSA and the constitution of Jolt Holdings and is entitled inter alia to

appoint two investor directors under clause 5.2.1 of the SSA.

6. In November 2024, those investor directors were a Mr Abuin and a Mr

Stubican. The ‘manager directors’ pursuant to the SSA and the constitution were a Mr

Winter and the first plaintiff. 3

7. On 8 November 2024 a board meeting of the directors of Jolt Holdings was

called for 14 November 2024. On 11 November 2024, Mr Abuin sent an email which

purported to add a further item to the agenda of the board meeting concerning

“composition of subsidiary boards, delegation of authorities and management of

subsidiaries”.

8. Subsequently, the first plaintiff was requested to meet with Mr Abuin, Mr

Stubican and a Mr Bora Heperler at a hotel on 13 November 2024. He alleges that Mr

Stubican indicated to him that he was summarily and immediately removed from his

position as CEO and that he should not return to the company’s office. The first

plaintiff alleges that his access to company and group IT services was stopped so that

he did not have access to email, calendar, Teams meetings, SharePoint and One Drive

in addition to all other company and/or group systems.

9. The first plaintiff alleges that he contacted other members of the management

team during the course of the afternoon of 13 November and was advised that Mr

Abuin and Mr Stubican had told various members of the management team that the

first plaintiff had been dismissed on the previous day.

10. The board meeting proceeded on 14 November 2024. The first plaintiff alleges

that he was precluded from attending the meeting; this is disputed by the defendants,

who contend that there was no impediment to the first plaintiff attending the

meeting. On the evening of 14 November 2024, the first plaintiff received at his home

a package of legal documents. These documents are set out in para. 37 of the

statement of claim, and are central to the present application. They comprise a written

resolution of Jolt Holdings, and other documentation relating to the severance of

relations between Jolt Germany, the group companies and the First Plaintiff, and a 4

document purporting to record that the First Plaintiff had become a “Leaver” as

defined by the SSA.

11. Following the purported dismissal of the first plaintiff as an employee of Jolt

Germany, the defendants have sought to characterise him as a “Leaving Employee”

and hence a “Leaver” pursuant to the SSA, and this led to the invocation by the

defendants in March 2025 of section 18 of the SSA to effect a compulsory transfer of

shares beneficially owned by the first and second plaintiffs by service of “Leaver

Notices” for the purchase or redemption of “Leaver” shares at a “Leaver Fair Market

Value”.

12. In these Leaver Notices, the company sought to contend that the leaver fair

market value was nil, based on the most recent InfraRed valuation prior to the

contended Leaver date of 14 November 2024, which was a valuation of 30 June 2024

which valued the group at €41.1 million.

Categories of discovery sought

13. By letter of 22nd September 2025, the plaintiffs sought eleven categories of

documentation from the defendants by way of discovery.

14. After extensive negotiation between the parties, they had – to their credit –

agreed formulations of all categories save for categories, 7, 8 and 10. The court was

informed at the commencement of the present application that category 8, had

subsequently been agreed and did not require to be addressed in the course of the

application. However, the defendants argue that any documents which could be of

assistance to the plaintiffs’ case are already covered by the agreed categories, and in

particular the agreed category 8 documents, such that discovery of categories 7 and 10

is no longer necessary. 5

15. I will deal with each of the two categories in turn.

Category 7

16. Category 7 is as follows:

"All documents which evidence or record the giving of instructions in relation

to, and the drafting of, the documents which are identified at para.37 of the

Statement of Claim and the other documents in that numbered sequence”

17. The defendants, without conceding their assertion that no documents should be

discovered in this category, have offered the following formulation:

"All documents created between 1 January 2024 and 14 November 2024

which evidence or record the drafting of the documents which are identified at

para. 37 of the Statement of Claim ".

18. The timeline that occurred in and around the dismissal of the first plaintiff as

CEO and the Board meeting of 14 November 2024 is not in dispute, nor are the

documents centrally at the heart of the issues between the parties:

• the email of 11 November 2024;

• the package of documents received by the first plaintiff at his home on

the evening of 14 November 2024; and

• the “Leaver Notices” served on 25 March 2025.

19. The statement of claim seeks a range of declaratory and injunctive reliefs in

relation to what the first plaintiff contends was the purported and unlawful removal of

him as director of Jolt Holdings and Jolt Energy, and as CEO of the Jolt Group. The

statement of claim also seeks a declaration that he is not a “Leaver” within the

meaning of the constitution of the company and/or pursuant to the SSA.

20. The defence presents a complete denial of liability. It characterises the

statement of claim as comprising “technical complaints regarding an alleged failure to 6

give [the plaintiffs] sufficient notice that [the first plaintiff’s] removal would be

considered at a board meeting of the Jolt group’s Irish parent company…” [para. 1.1

of defence]. Detailed denials that the decisions taken at the board meeting on 14

November 2024 were “invalidated by any non-compliance with notification

requirements” are pleaded [para 1.2 of defence].

21. Paragraph 38 of the statement of claim sets out detailed “Particulars of breach

of Constitution and the SSA”. In their submissions in respect of the current

application, particular reliance was placed by the plaintiffs on paras. 38 (4) and (5) of

the statement of claim, which are as follows:

“(4) The email of 11 November, by which Mr Abuin sought to add business to

the Agenda of the November Board meeting was manifestly and deliberately

deficient, and not in compliance with clause 7.13 of the Constitution and/or

clause 5.19 of the SSA in the following respects:

(a) The short description of the business proposed to be added to the

agenda of the November Board Meeting, was insufficient to alert any

addressee, including the First Plaintiff, of the true and exact nature of

what is intended to be proposed and done at the November Board

Meeting.

(b) the deficiency of the Agenda Addition is made clear by the fact that

the First Defendant (and its nominee director and agent Mr Abuin) had

on 11 November 2024 arrived at a decision to procure the removal of

the First Plaintiff but determined deliberately to conceal this

intervention from the First Plaintiff. The clarity of the First Defendant's

intention is evident, inter alia, from the Investor Consent. 7

(5) In the premises, it was a clear and deliberate decision on the part of Mr

Abuin (the First Defendant's nominee and/or agent), and/or the First

Defendant, to ensure that the First Plaintiff would not have an opportunity to

understand what was proposed and to react in a careful and reflected

manner. This was a deliberate strategy to deprive the First Plaintiff of any

adequate notice with a view to surprising him in relation to the actions

contemplated at the said meeting.”

22. The defendants make the point that category 7 as originally sought was based

on paras. 37 and 38(1) of the statement of claim only. Paragraph 37 sets out the

documents received by the first named plaintiff on the evening of 14 November 2024.

Para. 38 (1) is as follows:

“It is clear from the Investor Consent (and it was well known to Mr Abuin in

circulating his Agenda Addition on 11 November 2024, being 3 days before

the November board meeting) and (to the extent the Minute accurately records

what occurred at the November Board Meeting) it is clear from the Minute

that a very specific cascade of resolutions and corporate action would be

proposed, resolved, executed, authorised and/or directed at and following the

November Board Meeting. In that regard, it is clear that the documents which

were received by the First Plaintiff on the evening of 14 November 2024 had

been drafted in advance in final form and would await execution at and

following the November Board Meeting.”

23. Paragraph 38(2) of the statement of claim argues accordingly that, arising

from these matters, the first plaintiff ought to have been provided with copies of the

documents which were “proposed to be considered, resolved, executed, authorised

and/or directed at the November Board Meeting 5 clear Business Days in advance”. 8

24. The defendants however point out that, in correspondence relating to

discovery, their solicitors, in a letter of 6 October 2025, readily admitted that the

documents received by the first plaintiff on 14 November 2024 were drafted in

advance of the 14 November board meeting. They argue that the documents speak for

themselves, and that their legal effect is a matter for legal argument. They do not

accept that the timing of when the resolutions were drafted has any relevance to the

legal effect of the documents.

25. The defendants say that there is “no real connection between the allegations at

paras. 38(4) and (5) of the Statement of Claim (i.e. that the defendants sought to

deprive the First named Plaintiff of adequate notice) and the documents sought at

category 7 (i.e. documents evidencing instructions relating to the drafting of corporate

documents)” [para. 33 defendant’s written submissions].

26. The plaintiffs contend that the first plaintiff was required to be given

reasonable notice of the matters and documentation to be considered at the board

meeting. It is submitted that the allegation at para. 38(4)(b) of the statement of claim

that the first defendant had on 11 November 2024 “arrived at a decision to procure the

removal of the First Plaintiff but determined deliberately to conceal this intention

from the First Plaintiff” - which is denied at para. 29 of the defence - if substantiated

at trial, would be relevant to the issue of whether or not the notice given to the first

named plaintiff was reasonable, or whether it was “manifestly and deliberately

deficient”, as alleged at para. 38(4).

27. The plaintiff accordingly argues that documents which “evidence or record the

giving of instructions” in relation to the documents are relevant to a contested issue in

the pleadings, and that, given that all the documents served on the first plaintiff appear 9

to be part of a numbered sequence in the top left-hand corner of each document, all

documents in that numbered sequence may be relevant and should be discovered.

28. The plaintiffs rely, as regards the relevant documents, on the classic statement

by Brett LJ in Compagnie Financiere du Pacifique v Peruvian Guano & Company

[1882] 11 QBD 55 (‘Peruvian Guano’) in which he held that discovery is required if

any document:

“… relates to the matters in question in the action, which not only would be

evidence upon any issue, but also which, it is reasonable to suppose, contains

information which may - not which must - either directly or indirectly enable

the party requiring the affidavit either to advance his own case or to damage

the case of his adversary” [at p.63 - emphasis in original].

29. Counsel for the plaintiffs stresses that it is not necessary to establish with

certainty that documents fall within this formulation; it is necessary only to establish

that it is “reasonable to suppose" that the documents contain information which may

enable a party to advance its own case or damage that of his adversary.

30. However, it is important to note that the documents sought by the plaintiffs in

this category do not relate to the issue of notice canvassed at paras. 38(4) and (5) of

the statement of claim. What is sought are documents concerning the giving of

instructions in relation to the documents set out at para. 37 of the statement of

claim. There is no controversy between the parties as to the delivery of those

documents, or as to their purported effect or import. The allegation at para. 38.1 - on

which the request for documents in this category was originally based - that the

documents had been drafted in advance of the board meeting is accepted by the

defendants. 10

31. The documents sought in this category must be relevant to an issue in the

pleadings. In my view, this relevance has not been established by the plaintiffs. The

documents speak for themselves, and the issue as to whether or not they have legal

effect does not appear to me to require discovery of documents evidencing or

recording the giving of instructions in relation to their drafting.

32. It should also be said that the plaintiffs have the benefit of agreed categories 1

and 8. Category 1 relates to all documents created between 1 January 2024 and 13

December 2024 evidencing or recording any communication “between and amongst

persons representing the First Named Defendant and its affiliates, (including without

limitation [a number of named parties] and/or Carlos Abuin and/or Sven Stubican

relating to

(a) whether or not the First Named Plaintiff should be removed from his

position as managing director of Jolt Energy GmbH (‘Jolt Germany’); and/or

CEO of the Jolt Group; and/or other directorships within the Jolt Group;

and/or as a member (through Merlin One) of Jolt Energy Holdings Ltd); or

(b) any decision arrived at that the First Named Plaintiff should be so

removed;

(c) the meeting of the board of directors of the Second Named Defendant of 14

November 2024 (the “November board meeting”); or

(d) any decisions or resolutions to be considered or made or passed at the

November Board Meeting.”

33. Category 8, as agreed between the parties, relates to

“All documents evidencing or recording any communication involving any

member of the Board of Directors of Jolt Energy Holdings Ltd, including

those involving any representatives of the First Defendant, created between 1 11

January 2024 and 14 November, 2024 in relation to (a) whether or not the First

Named Plaintiff should be removed from his position as managing director of

Jolt Germany; or (b) any decision arrived at that the First Named Plaintiff

should be so removed; or (c) the November board meeting; or (d) any

decisions or resolutions to be considered or made or passed at the November

Board Meeting.”

34. Category 8 as agreed by the parties corresponds to the version originally

sought by the plaintiffs in their solicitor’s letter of 22 September 2024, save for the

addition of the temporal restriction in the agreed version. In that letter, the plaintiffs

had sought the category on the basis that “… the circumstances which preceded the

meeting of the Board of Directors of 14 November, 2024 and the communications

involving members of the Board, including those involving any representatives of the

First Defendant, in advance of that meeting are clearly at issue. The documents set out

above relate to those matters at issue in that they will identify what was said to and

between the directors and between them and representatives of the First Defendant in

advance of the meeting and whether there was, as the Defendant says there was not, a

strategy in place to surprise the First Named Plaintiff”.

35. The documentation in the agreed categories 1 and 8 should give the plaintiffs

an understanding of the context in which the directors’ meeting of 14 November 2024

took place. Whether such documentation will assist or damage either party's case

remains to be seen. However, the documents sought in category 7 do not relate to any

pleaded issue. The plaintiffs are not entitled to seek documentation which may give

rise to a cause of action not yet pleaded: as McKechnie J said in Keating v RTE [2013]

IESC 22, “… discovery is an aid to further a viable action or defence, or an issue in

either, but not a means to establish one”. [at paragraph 62]. 12

36. As I am of the view that documents sought at category 7 are not relevant to

any pleaded issue, I must refuse discovery of that category.

Category 10

37. The documents sought in category 10 are as follows:

"All documents evidencing or recording all actions taken and communications

between any representative of the First Defendant (including those listed in

respect of Category 1) in relation to the decision to serve, the preparation of,

and calculation of value for, the Leaver Notices sent to the Plaintiffs.”

38. The defendants have offered the following documents in response to the

plaintiff’s request:

“All documents created on or between 14 November 2024 and 25 March 2024

[sic] evidencing or recording the calculation of value for the Leaver Notices

sent to the Plaintiffs".

39. The plaintiffs plead at para. 44 of the statement of claim that the Leaver

Notices are “unjustified, unlawful and in breach of the constitution and/or the

SSA”. At para.10 of the “reliefs” section of the statement of claim, the declaration is

sought that the Leaver Notices “are void and of no effect”. The defendants sought

particulars of the basis upon which the plaintiffs were challenging the Leaver

Notices. The plaintiffs responded at para. 26 of the replies to particulars as follows:

“This is quite clearly and fully pleaded.

By reason of the matters pleaded in the Statement of Claim (and the invalidity

or ineffectiveness of the steps purportedly taken at and following the Board

meeting of 14 November 2024) Mr Neligan was not and is not a “Leaver” as

that term is used in each of the Constitution and the SSA. It necessarily 13

follows that the purported Leaver Notices referred to are unjustified, unlawful

and in breach of each of the Constitution and SSA”.

40. The defendants argue acccordingly that the plaintiffs’ challenge to the Leaver

Notices rests entirely on the argument that the plaintiffs were not “leavers” because

the decisions taken at the board meeting on 14 November 2024 were invalid. They

point out that there is no pleading relating to the “decision to serve, the preparation of,

and calculation of the value for” the Leaver Notices. There is no allegation that the

Leaver Notices were invalid because the Board was not acting in good faith.

41. In their written submissions, the plaintiffs suggest that the invocation by the

defendants of section 18 of the SSA to effect a transfer of shares owned by the first

and second named plaintiffs by the service of the Leaver Notices is subject to the

requirements of schedule 11 of the SSA which requires the calculation of the relevant

fair market value of the shares to be determined by the Board “acting in good

faith”. At para. 55 of their written submissions, the plaintiffs state that: -

“It is clear that the question of compliance with Clause 18 and Schedule 11

(the latter having express good faith obligations) necessarily brings into focus

the circumstances in which it was decided to serve the Leaver Notices and the

manner of their preparation, as well as the manner in which the various

questions of value or potential value were discussed.”

42. However, while the plaintiffs plead at para. 32.4 of the Reply to defence that

“it is denied that the purported leaver notices identified the correct leaver price and/or

the leaver fair market value”, it is not pleaded that the calculation by the defendants of

the “leaver fair market value” of nil was not proffered in good faith. No factual basis

is put forward which would suggest that the calculation itself was in some way

inaccurate or misguided. 14

43. As the only basis pleaded for alleging that the leaver notices were invalid

appears to be that the first and second named plaintiffs were not “Leavers”,

documents evidencing or recording actions and communications “in relation to the

decision to serve, the preparation of, and the calculation of value for, the leaver

notices” do not appear to satisfy the test of relevance. It is not open to the plaintiffs to

seek documents which may indicate a possible cause of action.

44. For these reasons, I refuse discovery of category 10 as requested by the

plaintiffs.

Conclusion

45. As I have indicated, I do not propose to order discovery in either category 7 or

10 in the terms sought by the plaintiffs, and the plaintiffs’ application in that regard

will be dismissed. The defendants offered reformulated categories of categories 7 and

10; I am inclined to order the defendants to make discovery of categories in those

terms, but I will not impose this obligation on the defendants without being addressed

as to whether I should do so.

46. I will list the matter on 18 February 2026 at 10.30am for submissions as to any

ancillary orders, including the issue of costs.