The High Court has found that the “true nature” of the relationship between two businessmen behind the revitalisation of the Tinakilly Country House Hotel in Wicklow was a partnership.Judge Eileen Roberts did not accept claims by one of them, Denis Connolly (64), that the concept of partnership was something introduced retrospectively by Philippines-based Irish businessman Gerard Lane (80) when their relationship broke down. Connolly had claimed they were common shareholders and Lane was an investor.The court heard the relationship between them finally broke down in August 2022 when Lane and his wife Victoria were not permitted to continue staying at their specially refurbished “home in Ireland” owner’s suite in Tinakilly, room 66.By 2011, when Tinakilly was owned by a development company, the hotel and its gardens had deteriorated significantly due to a lack of maintenance and investment. It was put up for sale in 2012 by receivers for the development company.Lane, whose family come from near Tinakilly, has lived most of his life between the Philippines and Australia.The Lanes sued Connolly, who has long experience in hospitality and lives on the grounds of Tinakilly, with whom Lane had bought the hotel in 2013 from the receivers.The Lanes also sued Mezen Consultancy Services Ltd, through which management and operation of the Tinakilly business was undertaken, and Pointsetter Ltd, the British Virgin Island registered owner of the hotel, and of which the Lanes are directors.The judge said that despite the growth and success of the business, it was accepted that the relationship between them had irretrievably broken down. The court heard the two went into business together following a chance meeting through a mutual friend when the Lanes were staying in the hotel for six nights in May 2013. They bought Tinakilly for just over €1 million under a memorandum of agreement stating they would enter into a partnership for the purpose of acquiring and operating Tinakilly.In 2017 they paid €2.5 million another hotel, the Finca Monasterio near Sotogrande, Marbella, Spain, where Lane also had an owner’s suite for his sole use whenever he chose to stay at these places. The judge said Lane claimed that the relationship between them was one of partnership(s), or alternatively joint venture(s), such that each of Lane and Connolly owed fiduciary duties to the other. Lane accepted that he and Connolly agreed to (and do in fact) hold Tinakilly and held Monasterio through various corporate entities but such arrangement was subject to the overarching fiduciary relationship agreed between them.Connolly denied this and contended that the only relationship between him and Lane was one of common shareholders, with Lane’s status being that of an investor providing what Connolly described as “soft loans” to the business.While the judge rejected Lane’s claim for an increased equity share in the partnership, she said Lane was entitled to his originally agreed share of 49 per cent in Tinakilly and 51 per cent in Monasterio. Connolly was entitled to the corresponding percentage of 51 per cent in Tinakilly and 49 per cent in Monasterio. She found Lane validly terminated the partnership in June 2024. The judge said that although Lane was the majority beneficial shareholder in the companies associated with Monasterio, the evidence confirmed that Connolly covertly caused Monasterio and its business to be sold to a third party purchaser without the knowledge or consent of Lane.The evidence also established that Connolly made “a deliberate and calculated decision” to sell Monasterio, to pay out such funds as he wished, and put two companies through which the hotel was owned and operated into liquidation, she said. It was also established Connolly concealed and deceived Lane about all of this until everything was completed. The judge said in her view the manner in which the businesses of Tinakilly and Monasterio had been run from a financial perspective has been “so casual and haphazard” that it requires a proper account to be taken by a suitably qualified and independent party who must have full access to books and records and the power to engage directly with the Spanish liquidator as necessary. There had been tensions over the accounts for Tinakilly but the complete breakdown occurred in August 2022 over Room 66, the court heard. The Lanes had been there for their son’s wedding but were told they could not stay on as Room 66 had been booked by another wedding party.There followed what Lane described as “a disastrous conversation” between him and Connolly. That was the last day the two spoke directly to one another.Less than a year later, legal proceedings followed.