The claimant sought damages against its former directors for negligence and breach of fiduciary duty. The defendants asked that the claims be struck out. Held: It was no longer good law that directors might leave the conduct of the company’s business to competent management. Though section 727 might give relief to directors who had been … Continue reading Equitable Life Assurance Society v Bowley and others: ComC 17 Oct 2003
The Revenue sought to recover from the defendant substantial sums in respect of allegedly unlawful dividends paid from an insolvent company. They said that the defendant and his wife were de facto directors. Held: Claims agains the second defendant were dismissed. Claims for early periods were rejected under section 727 of the 1985 Act, but … Continue reading HM Revenue and Customs v Holland and Another: ChD 24 Jun 2008
Simon Brown J said: ‘Whatever may have been the strict legal requirements of the position, on the particular facts of this case I am perfectly satisfied that for the plaintiff to have made a specific declaration of interest before agreement of the variations here in question would have served no conceivable purpose. It would have … Continue reading Runciman v Walter Runciman plc: 1992
Knox J said: ‘On the other hand it has been held that where the directors are all in fact sufficiently aware of the matter that should be formally disclosed, the absence of formal disclosure may not amount to more than a technical non-declaration of an interest.’ Judges: Knox J Citations: [1996] 1 BCLC 572 Statutes: … Continue reading Re Dominion International Group (No. 2): 1996
A company director owed a fiduciary duty to his company, but that could not, of itself, prevent him making arrangements to set up in competition once his employment by the company came to an end, save only for acts during the period of his employment. While the question whether a director has acted honestly is … Continue reading Coleman Taymar Ltd and Others v Oakes and Another: ChD 19 Jul 2001
Director – no claim for payment without authority A committee of the board of Guinness had authorised payment of remuneration to Mr Ward, who was a director. However, the articles of association did not give authority to a committee of the board (as opposed to the full board) to authorise such a payment. Mr Ward … Continue reading Guinness plc v Saunders: HL 8 Feb 1990
The appellant supported IT workers. Through his own company, he set up companies in which his company was a director, and which companies in turn employed the IT workers securing substantial savings in higher rate Corporation Tax. Held: The defendant’s appeal succeeded. Though the appellant was not himself a director in the companies, his company … Continue reading Holland v Revenue and Customs and Another: CA 2 Jul 2009
Citations: [2005] All ER (D) 294, [2005] EWHC 1152, [2005] BCC 99, Times 31-May-2005 Statutes: Civil Procedure Rules 19.9, Companies Act 1985 151 Jurisdiction: England and Wales Litigation Practice Updated: 01 December 2022; Ref: scu.237278
A company director entering into an unapproved contract with his own company was liable to the company for the loss as at the time that loss was realised, not at the time of the breach. Where directors had entered into contracts with their company in contravention of the Act, the damages were to be assessed … Continue reading Duckwari Plc v Offerventure Ltd and Another: In Re Duckwari Plc (no 2): CA 8 May 1998
Hearing of a petition to sanction a scheme of arrangement under Section 425 of the Companies Act and to confirm the reduction of the capital of the company provided for by the scheme. Judges: Lloyd J Citations: [2003] EWHC 2065 (Ch) Links: Bailii Statutes: Companies Act 1985 425 Jurisdiction: England and Wales Company Updated: 28 … Continue reading Re Waste Recycling Group Plc: ChD 28 Jul 2003
The court considered an allegation of a failure to declare an interest to a company board meeting, met by a defence that the undeclared interest was common to and known by each of the directors. Held: Dillon LJ said: ‘if the judge was entitled to make findings of non-disclosure and non-declaration of interests that he … Continue reading Lee Panavision Ltd v Lee Lighting Ltd: CA 1992
The claimant sought payment of three years’ salary after termination of his service contract. He said that an agreement had been made by the company to purchase a ‘financial institution’, which would trigger the additional payments. The defendants said that the clause requiring the payment was a penalty, and also sought damages under the 1985 … Continue reading Murray v Leisureplay Plc: QBD 5 Aug 2004
