A Contract of Service is not a form of property The employee coal miner was prosecuted for absenting himself from work. He was found liable by the justices and appealed. The basis of the appeal was that he had formerly been employed by the Hickleton Mining Company Limited. That had become amalgamated with other companies … Continue reading Nokes v Doncaster Amalgamated Collieries Ltd: HL 1948
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Pennycuick J said: ‘The expression ‘contingent creditor’ is not defined in the Companies Act 1948, but it must, I think, denote a person towards whom under an existing obligation, the company may or will become subject to a present liability upon . .
The principle to the effect that the court should exercise its discretion to restrain a distress levied by a landlord before the commencement of a winding-up only where there were special circumstances rendering it inequitable that he should be permitted to do so, applies also to a distress levied by the Crown under a statutory … Continue reading Herbert Berry Associates Ltd v Inland Revenue Commissioners; re Herbert BerrySP, Regina (on The Application of) v The Lord Chancellor: HL 1977
The court heard a contributors’ petition. The directors were in deadlock with equal shareholdings. The petition was not making good progress, and a creditor’s petition was then issued. The shareholder sought a stay. Held: There was a sufficient allegation of insolvency in the petition, and it was right that the petition should be allowed to … Continue reading Re Camburn Petroleum Products Ltd: ChD 1979
The property comprised in a floating charge forms part of the assets of a company for the purposes of paying (1) costs and expenses of winding up as well as (2) preferential debts. Phillimore LJ said: ‘Mr Wooton’s submission [for the debenture-holder] . . was that if there were . . assets not covered by … Continue reading In re Barleycorn Enterprises Ltd; Mathias and Davies (a Firm) v Down: CA 1970
The company entered into an approved scheme of arrangement under which the entire preference shares were cancelled. The company appealed a refusal to recognise the arrangement as a re-organization of the company with a deemed disposal and re-acquisition of the holdings of the shares at market value. Held: It was of the essence of a … Continue reading Unilever (UK) Holdings Ltd v Smith (Inspector of Taxes): CA 11 Dec 2002
Shareholders with over 90% of the issued shares sought to acquire the remaining shares, and create another company to do so. That company offered to purchase the shares at a valuation. The majority shareholders accepted but the minority shareholder refused. The new company gave notice to exercise the statutory power of compulsory acquisition under the … Continue reading Re Bugle Press Ltd: CA 2 Jan 1961
The court was asked as to the duties of inspectors appointed under the 1948 Act. Sachs LJ said: ‘The inspectors’ function is in essence to conduct an investigation designed to discover whether there are facts which may result in others taking action; it is no part of their function to take a decision as to … Continue reading in re Pergamon Press Ltd: CA 1971
A charging order on land under section 35(1) of the 1956 Act obtained to enforce a judgment debt was a form of ‘execution’ for the purposes of section 325 CA 1948. Lord Denning MR: ‘The word ‘execution’ is not defined in the Act. It is, of course, a word familiar to lawyers. ‘Execution’ means, quite … Continue reading In re Overseas Aviation Engineering(GB) Ltd: CA 1963
The collector of taxes distrained on the goods of the company under section 61 TMA 1970 for unpaid taxes and the company entered into a walking possession agreement. Before the collector had sold the goods, and completed the distress, the company entered into voluntary winding-up and a liquidator was appointed. There was a deficiency of … Continue reading Herbert Berry Associates Ltd v Inland Revenue Commissioners: ChD 1976
The word ‘proceedings’ meant the ‘invocation of the jurisdiction of a court by process other than writ’. Judges: Russell LJ Citations:  1 WLR 617,  3 All ER 729, 121 SJ 252 Statutes: Companies Act 1948 Jurisdiction: England and Wales Citing: At ChD – Herbert Berry Associates Ltd v Inland Revenue Commissioners ChD 1976 … Continue reading Herbert Berry Associates Ltd v Inland Revenue Commissioners: CA 2 Jan 1976
A voidable charge remains valid until avoided. ‘It was argued for the vendor that what he contracted to get was a valid legal charge, and that he has not received because the company in default of its obligation under section 95 [of the Companies Act 1948] did not register the charge with the result that … Continue reading Capital Finance v Stokes: 1969
The court considered that even when not narrowly construing the word ‘officer’ in the Act, that word meant, in that context, ‘a person in a managerial position in regard to the company’s affairs’ Judges: Lord Denning MR, Shaw and Templeman LJJ Citations:  1 CA 138 Statutes: Companies Act 1948 Jurisdiction: England and Wales Cited … Continue reading Re A Company: CA 1980
A tenant company had a propensity for postponing payment of its debts until threatened with litigation. Nourse J felt unable to make an order under section 223(d), and considered, but ultimately did not make an order, on the ‘just and equitable’ ground in section 222(f). The phrase ‘as they fall due’, although not part of … Continue reading In re a Company (Bond Jewellers): ChD 21 Dec 1983
An ordinary creditor’s cause of action for non-payment of a contract debt is barred after the expiration of 6 years from the date of the accrual of his cause of action. He is then no longer a creditor of the company and is neither entitled to present a winding up petition nor to prove for … Continue reading Re Overmark Smith Warden Ltd: ChD 1982
Shareholders who receive their shares as a gift but afterwards work in the business may become entitled to enforce equitable restraints upon the conduct of the majority shareholder. To succeed the applicant must show some detriment in their capacity as a member of the company, and not as a director, though a wrongful exclusion of … Continue reading In re H R Harmer Ltd: CA 1958
The parties disputed the validity of the appointment of a receiver. The ostensible ground for appointment of the receiver was not made out, but the bank relied on a new ground, section 223(d) of the 1948 Act. Nicholls LJ observed: ‘Construing this section first without reference to authority, it seems to me plain that, in … Continue reading Byblos Bank SAL v Al-Khudhairy: CA 1987
Charitable Company- Directors’ Status and Duties A married couple set up a charitable foundation to assist children in developing countries. When the marriage failed an attempt was made to establish a second foundation with funds from the first, as part of W leaving the Trust. Court approval was obtained, but the court ordered the remaining … Continue reading Lehtimaki and Others v Cooper: SC 29 Jul 2020
The company directors operated an elaborate scheme to extract value from Belmont by causing it to buy the shares of a company called Maximum at a considerable overvalue. This was a breach of the fiduciary duties of the directors. They sought to recycle the profit on the sale of Maximum so that it could be … Continue reading Belmont Finance Corporation Ltd v Williams Furniture Ltd: CA 1979
British Eagle, which had gone into liquidation. The parties disputed a contract attempting to reset the ranking of debts. The House was asked whether there was a debt due to the insolvent company at the commencement of its winding-up, to which the netting-off provisions of the IATA clearing house rules then applied. Held: (bare majority) … Continue reading British Eagle International Airlines Ltd v Compagnie National Air France: HL 1975
After the presentation of a petition for the winding up of the company moneys were paid in and out of the company’s bank account which was overdrawn. The liquidator issued a summons for a declaration that the amounts credited and/or debited to the account by the bank during the relevant period constituted dispositions of the … Continue reading In re Gray’s Inn Construction Co Ltd: CA 1980
A receiver of property is not managing the mortgagor’s property for the benefit of the mortgagor, but the security, the property of the mortgagee, for the benefit of the mortgagee. Section 333 was a procedural section which created no new cause of action. A case of common law negligence was not within the section. Judges: … Continue reading Re B Johnson and Co (Builders) Ltd: CA 1953
The court considered an application to reduce the capital of the company by cancelling redeemable preference shares redeemable in 1971, in exchange for unsecured loan stock, redeemable some four to nine years later. The main issue was the propriety of certain holders of both redeemable preference shares and equity stock voting for the proposal motivated … Continue reading Re Holders Investment Trust: ChD 1971
Directors are required to disclose their interests in contracts with the company: ”It is not contended that [the] section in itself affects the contract. The section merely creates a statutory duty of disclosure and imposes a fine for non-compliance. But it has to be read in conjunction with article . The first sentence of that … Continue reading Hely-Hutchinson v Brayhead Ltd: 1968
The court considered the method of valuation of a minority shareholding in a forced purchase by the other shareholders. Nourse J said: ‘I would expect that in a majority of cases where purchase orders are made under section 75 in relation to quasi-partnerships the vendor is unwilling in the sense that the sale has been … Continue reading In re Bird Precision Bellows Ltd: ChD 1984
Unfair Prejudice to Minority Shareholder A company had operated effectively as a partnership between two and then three directors. No dividends had been paid, but the directors had received salaries. One director was removed and sought an order for the other to purchase his shares, or alternatively for the company to be wound up on … Continue reading Ebrahimi v Westbourne Galleries Ltd and Others (on Appeal from In Re Westbourne Galleries Ltd): HL 3 May 1972
Where an order provides for the purchase of the shares of a delinquent majority shareholder in a company in an oppression suit, the shares were to be valued on an inquiry as at the date of the petition.Pennycuick J said: ‘Section 210 gives the court an unlimited judicial discretion to make such order as it … Continue reading In re Jermyn Street Turkish Baths Ltd: ChD 1970
Charitable Company is Trustee of Assets The court was asked as to the distribution of surplus assets of a charitable company which was in winding up, and the question whether or not s 257 et seq. Companies Act 1948 applied, including s 265 which made provision for the distribution of surplus assets to members. Held: … Continue reading Liverpool and District Hospital for Diseases of the Heart v Attorney-General: ChD 1981
Court of Appeal’s powers limited to those Given The jurisdiction of the Court of Appeal is wholly statutory; it is appellate only. The court has no original jurisdiction. It has no jurisdiction itself to entertain any original application for judicial review; it has appellate jurisdiction over judgments and orders of the High Court made by … Continue reading In re Racal Communications Ltd; In Re a Company: HL 3 Jul 1980
The defendant was accused of defrauding the company’s creditors. Held: Not guilty. When interpreting a statute, the words of a heading cannot have equal weight with the words of the Act. The courts sometimes have to fill lacunae in legislation. Punctuation could be used as aids in cases of ambiguity as could the long title … Continue reading Regina v Schildkamp: HL 1971
When considering a mortgage created by a corporate debtor, the rights under the debenture are not the property of the mortgagor but that of the mortgagee. It was a case where a company which had created the debenture equivalent to the mortgage had . .
It had been alleged that there had been a conspiracy involving the company giving unlawful financial assistance for the purchase of its own shares.
Held: Dishonesty is not a necessary ingredient of liability in an allegation of a ‘knowing . .
The assets of a corporate charity were held on charitable trusts: ‘We were referred to certain authorities which give support to the view that a company incorporated for exclusively charitable purposes is in the position of a trustee of its funds or . .
A charity established by H and W wanted to transfer part of its fund to a new charity headed by W in return for her resignation from the first charity on the breakdown of the marriage. Court approval was sought for a transfer, but the remaining . .
The court considered the propriety of a payment made by a charitable company to a director for her loss of office. The charity was to transfer a substantial sum to a new charity headed by the departing director.
Held: The court approved the . .
A minority shareholder complained of the board’s refused to register transfers of his shares to a third party. He threatened to present a winding up petition unless the board registered the transfers.
Held: He would be restrained from . .
The Co-operative Society had formed a 51 per cent-owned subsidiary to manufacture rayon at a time of strict post-war controls. The other shares were owned by two outside directors with skill and experience in the trade. When these directors declined . .
The Church, a private company limited by guarantee, sought a declaration that it had the right to enfranchise its church premises under the 1920 Act. . .
The ‘legitimate expectations’ of a party were a label for the ‘correlative right’ to which a relationship between company members may give rise when, on equitable principles, it would be regarded as unfair for a majority to exercise a power . .
Two shareholders held more than 90% of the issued shares of the company. To get rid of the holder of the remaining shares, they incorporated another company for the purpose of acquiring all the shares of the company. The acquiring company offered to . .
Insolvency law may enable the court to apply a foreign law. Wynn-Parry J said: ‘It appears to me that the simple principle is that this court sits to administer the assets of the South African company which are within its [i.e. the English court’s] . .
The court will require any dispute as to the status or locus standi of a party to be resolved in separate proceedings before a winding-up petition is heard. The Court highlighted the extent and applicability of Section 224(1) of the 1948 Act, . .
The appellants had been directors of a company which fell into difficulties. A new company was begun, and traded, and the other continued for a year before being wound up by a landlord. The lease was disclaimed. Only the landlord lost out. He . .
The Court considered the payment of interest to simple contract creditors. The company had been wound up on the ground of insolvency. In the course of the winding up the liquidators brought an action to set aside a debenture. The action was . .
Goff J discussed the criterion for admissibility of evidence:’If one rejects the bare relevance test, as I have done, then what has to be shown prima facie is not merely that there is a bona fide and reasonably tenable charge of crime or fraud but a . .
The director of a company between presentation of a petition to wind up and the making of the order paid over pounds 1050 to a creditor for work done. Of this sum, pounds 800 was paid by way of a cheque drawn on the personal account of the director . .
The principle to the effect that the court should exercise its discretion to restrain a distress levied by a landlord before the commencement of a winding-up only where there were special circumstances rendering it inequitable that he should be . .
The claimants sought damages for personal injuries after a crash in a Land Rover maintained by the defendants. The defendants appealed findings of negligence in failing properly to inflate the rear tyres, in continuing despite the danger, and poor overtaking. A further fault was identified in that dirt in the front wheel had led to … Continue reading Exel Logistics Ltd v Curran and others: CA 30 Sep 2004
Parliament’s Approval if statute rights affected In a referendum, the people had voted to leave the European Union. That would require a notice to the Union under Article 50 TEU. The Secretary of State appealed against an order requiring Parliamentary approval before issuing the notice, he saying that the notice could be given under the … Continue reading Miller and Another, Regina (on The Application of) v Secretary of State for Exiting The European Union: SC 24 Jan 2017
The company had been given permission to cancel a share premium account. Changes in circumstances brought the matter back for reconsideration. Judges: The Lord Chief Justice Of England, Lord Justice Otton And Lord Justice Robert Walker Citations:  EWCA Civ 1732,  2 BCLC 591,  BCC 455,  EWCA Civ 1732,  BCC 455, … Continue reading Winpar Holdings Ltd v Ransomes Plc: CA 1 Jul 1999
Sir William James V-C dismissed a petition for the winding up of a company which had issued large numbers of life policies and annuity contracts, and appeared to be in financial difficulties. He rejected the basis of the ‘just and equitable’ ground in section 79(5) of the 1862 Act, saying: ‘And in my view of … Continue reading In Re European Life Assurance Society: 1869
The appellant’s land was to be taken under compulsory purchase by the Council who wished to use it to assist Tesco in the construction of a new supermarket. Tesco promised to help fund restoration of a local listed building. Sainsbury objected an now appealed against the Court of Appeal’s overturning of the orer in its … Continue reading Sainsbury’s Supermarkets Ltd, Regina (on The Application of) v Wolverhampton City Council and Another: SC 12 May 2010
Administrative Discretion to be Used Reasonably The applicant challenged the manner of decision making as to the conditions which had been attached to its licence to open the cinema on Sundays. It had not been allowed to admit children under 15 years of age. The statute provided no appeal procedure, and the applicant sought a … Continue reading Associated Provincial Picture Houses Ltd v Wednesbury Corporation: CA 10 Nov 1947
Claim to recover money and property said to have been transferred by the claimant to the defendants or one or more of them. The money concerned came from a bank account belonging to the claimant. The property concerned consisted of two dwelling-houses, one which the claimant had inherited from her parents, and in which she … Continue reading Scott v Bridge and Others: ChD 25 Nov 2020
Slade J said: ‘From 1907 onwards, therefore, one species of ‘inability to pay its debts’ specifically recognised by the legislature as a ground for the making of a winding up order in respect of any company incorporated under the Companies Acts was the possession of assets insufficient to meet its existing, contingent and prospective liabilities.’ … Continue reading In Re Capital Annuities Ltd: ChD 1979
Requirememts to prove breach of confidence A claim was made for breach of confidence in respect of technical information whose value was commercial. Held: Megarry J set out three elements which will normally be required if, apart from contract, a case of breach of confidence is to succeed. In this case the information was found … Continue reading Coco v A N Clark (Engineers) Ltd: ChD 1968
(Grand Chamber) The subsequent use against a defendant in a prosecution, of evidence which had been obtained under compulsion in company insolvency procedures was a convention breach of Art 6. Although not specifically mentioned in Article 6 of the Convention the right to silence and the right not to incriminate oneself are generally recognised international … Continue reading Saunders v The United Kingdom: ECHR 17 Dec 1996
The claimants sought judicial review of a decision of the defendant harbour masters themselves to install and sell from the harbour all fule for use by boats using it, saying that they had no power to operate such an enterprise. Held: Whilst the sale of fuel would assist the town, it was not part of … Continue reading Looe Fuels Ltd., Regina (on the Application of) v Looe Harbour Commissioners: Admn 27 Apr 2007
The claimant had produced the Star War films which made use of props, in particular a ‘Stormtrooper’ helmet designed by the defendant. The defendant had then himself distributed models of the designs he had created. The appellant obtained judgment against the respondent in the US for punitive damages, but these had not been collected, and … Continue reading Lucasfilm Ltd and Others v Ainsworth and Another: SC 27 Jul 2011
Beneficiaries’ right to information from estate The claimant charities sought payment of interests under the will following the dropping of two life interests. They now requested various documents forming accounts of the estate. Held: The charities were entitled to some but not to all of the documents sought, including accounts of capital and lists of … Continue reading Royal National Lifeboat Institution and Others v Headley and Another: ChD 28 Jul 2016
The principal claimants sold the rights to take photographs of their wedding to a co-claimant magazine (OK). Persons acting on behalf of the defendants took unauthorised photographs which the defendants published. The claimants had retained joint copyright over the photographs and reserved a right to control publication of any particular photographs. In return they made … Continue reading Douglas and others v Hello! Ltd and others (No 3): CA 18 May 2005
The court was asked as to the liability of employers in the knitting industry for hearing losses suffered by employees before the 1989 Regulations came into effect. The claimant had worked in a factory between 1971 and 2001, sustaining noise induced hearing losses before 1989. The defendant companies now appealed against a finding of liability. … Continue reading Baker v Quantum Clothing Group Ltd and Others: SC 13 Apr 2011
No Presumption of House for both Parties When looking to the needs of parties in a divorce, there is no presumption that both parties are to be left able to purchase alternative homes. The order of sub-clauses in the Act implies nothing as to their relative importance. Courts should be reluctant to allow repeated appeals … Continue reading Piglowska v Piglowski: HL 24 Jun 1999
The first defendant drove a car belonging to his father and insured by his father. The father consented to the driving but under a mistaken belief that his son was licensed. The claimant was injured by the defendant in a road traffic accident. Held: For insurance purposes, the father could validly permit the driving when … Continue reading Philip Owen Lloyd-Wolper v Robert Moore; National Insurance Guarantee Corporation Plc, Charles Moore: CA 22 Jun 2004
Right of Recovery of Money Paid under Mistake Kleinwort Benson had made payments to a local authority under swap agreements which were thought to be legally enforceable when made. Subsequently, a decision of the House of Lords, (Hazell v. Hammersmith and Fulham) established that such swap agreements were unlawful. Kleinwort Benson then sought restitution of … Continue reading Kleinwort Benson Ltd v Lincoln City Council etc: HL 29 Jul 1998
The various parties had entered into complex and substantial financial arrangements incorporating guarantees. The guarantees were conditional upon the guaranteed party being solvent. The parties disputed whether a party which would otherwise be . .
The petitioner appealed against rejection of his contributor’s winding up petition.
Held: The Companies court was the appropriate place to determine a dispute on winding up petition. A dispute on locus standi can be dealt with in the . .
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