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
1267 – 1278 – 1285 – 1297 – 1361 – 1449 – 1491 – 1533 – 1677 – 1688 – 1689 – 1700 – 1706 – 1710 – 1730 – 1737 – 1738 – 1751 – 1774 – 1792 – 1793 – 1804 – 1814 – 1819 – 1824 – 1828 – 1831 – 1832 … Continue reading Acts
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
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 conferred upon them by the articles to the prejudice of another member. Depriving a shareholder … Continue reading In re Saul D Harrison and Sons plc: CA 1995
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
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
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
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
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
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
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 . .
