Search Results for: Companies Act 1985

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In the Matter of the Equitable Life Assurance Society: In the Matter of the Companies Act 1985: ChD 8 Feb 2002

The Society sought approval of a scheme of arrangement. The Society had made promises of high returns to some policyholders, which it could not maintain after a decline in interest rates and the stock market. It sought a compromise arrangement. The arrangement had been voted on and accepted by members. Held: The power given by … Continue reading In the Matter of the Equitable Life Assurance Society: In the Matter of the Companies Act 1985: ChD 8 Feb 2002

Cape Plc and Others, Re Companies Act 1985: ChD 16 Jun 2006

The court was asked to sanction a scheme of arrangements, and particularly to approve a proposed scheme which itself contained the power to make amendments to the scheme. Held: The court did have power to sanction such a proposed scheme of arrangement, though it would use its power only in unusual cirumstances. This case was … Continue reading Cape Plc and Others, Re Companies Act 1985: ChD 16 Jun 2006

Mytravel Group Plc, Re Companies Act 1985: ChD 24 Nov 2004

The company sought approval of a proposed reconstruction under the section. Held: Approval could not be given. To count as a reconstruction two principal qualities were required. The business carried on should be the same or similar, and those carrying on the business should be the same or similar. Here the proposal would result in … Continue reading Mytravel Group Plc, Re Companies Act 1985: ChD 24 Nov 2004

Simmers and others vInnes for an Order Under Section 461 of the Companies Act 1985: OHCS 17 Dec 2003

Judges: Lord Carloway Citations: [2003] ScotCS 314 Links: Bailii Statutes: Companies Act 1985 461 Jurisdiction: Scotland Citing: See Also – In Petition of Arthur Simmers and others for an Order Under Sec 461 of the Companies Act 1985 In Respect of Scotpigs Limited SCS 24-Apr-2003 . . See Also – Simmers and Others, Re Petition … Continue reading Simmers and others vInnes for an Order Under Section 461 of the Companies Act 1985: OHCS 17 Dec 2003

Official Custodian for Charities v Parway Estates Developments (In Liquidation): CA 1985

The consideration for the grant of a lease was not a capital sum, but substantial building works. Application was made for its forfeiture. Held: Dillon LJ assumed that the words ‘if the tenant shall enter into liquidation whether compulsorily or voluntarily’ in a re-entry clause in a lease refer to the making of the winding … Continue reading Official Custodian for Charities v Parway Estates Developments (In Liquidation): CA 1985

Practice Statement (Companies Schemes of Arrangement): 2002

Citations: [2002] 1 WLR 134 Jurisdiction: England and Wales Cited by: Cited – Mytravel Group Plc, Re Companies Act 1985 ChD 24-Nov-2004 The company sought approval of a proposed reconstruction under the section. Held: Approval could not be given. To count as a reconstruction two principal qualities were required. The business carried on should be … Continue reading Practice Statement (Companies Schemes of Arrangement): 2002

Regina (POW Trust and Al’s Bar and Restaurant Limited) v The Chief Executive and Registrar of Companies, The Secretary of State for Trade and Industry: Admn 18 Dec 2002

The complainants were companies fined for late delivery of their accounts. They said that the automatic imposition of the fines infringed their rights. Held: The procedure allowed a challenge in the County Court, and also the manner of the exercise of the registrar’s discretion allowed application for judicial review in appropriate circumstances. The procedure did … Continue reading Regina (POW Trust and Al’s Bar and Restaurant Limited) v The Chief Executive and Registrar of Companies, The Secretary of State for Trade and Industry: Admn 18 Dec 2002

In the Matter of the Supporting Link; In the Matter of the Insolvency Act 1986: ChD 19 Mar 2004

The Secretary of State sought the winding up of the company. Directors offered undertakings as to their future behaviour. Held: The Court should be slow to accept such undertakings unless the Secretary consented. The company was solvent, but the basic trading model was not attractive, and allegations of fraud had been made. No great sum … Continue reading In the Matter of the Supporting Link; In the Matter of the Insolvency Act 1986: ChD 19 Mar 2004

President of India v La Pintada Compagnia Navigacia SA (“La Pintada”): HL 1985

The house decided against altering the rule in Page -v- Newman. ‘The common law does not award general damages for delay in payment of a debt beyond the date when it is contractually due’ The power given to the court under s 35A is discretionary. It does not have the character of a substantive right. … Continue reading President of India v La Pintada Compagnia Navigacia SA (“La Pintada”): HL 1985

In re Highfield Commodities Ltd: ChD 1985

The court’s discretion in appointing provisional liquidators is unfettered provided it is exercised in a ‘proper judicial manner’. Sir Robert Megarry V-C said: ‘I would respectfully express my complete agreement with the view taken by [the judge]. I do not think that the old authorities, properly read, had the effect of laying down any rule … Continue reading In re Highfield Commodities Ltd: ChD 1985

Regina v Secretary of State for the Environment, ex parte Nottinghamshire County Council: HL 12 Dec 1985

The House heard a judicial review of the Secretary of State’s assessment of the proper level of expenditure by a local authority. Held: A ‘low intensity’ of review is applied to cases involving issues ‘depending essentially on political judgment’.Lord Scarman said: ‘To sum it up, the levels of public expenditure and the incidence and distribution … Continue reading Regina v Secretary of State for the Environment, ex parte Nottinghamshire County Council: HL 12 Dec 1985

Arie Botzen And Others v Rotterdamsche Droogdok Maatschappij Bv: ECJ 7 Feb 1985

ECJ Article 3(1) covered the rights and obligations of the transferor arising from a contract of employment or an employment relationship existing on the date of the transfer and entered into with employees who, in order to carry out their duties, are assigned to the part of the undertaking or business transferredRotterdamsche . . claims … Continue reading Arie Botzen And Others v Rotterdamsche Droogdok Maatschappij Bv: ECJ 7 Feb 1985

Smith (Administrator of Cosslett (Contractors) Limited) v Bridgend County Borough Council; In re Cosslett (Contractors) Ltd: HL 8 Nov 2001

The standard building contract allowed a contractor to take plant and equipment from a site and sell it in payment of sums due under the contract, upon the other contractor becoming insolvent. It was said that this power amounted to a charge over the company’s assets, and should have registered at Companies House. Upon entering … Continue reading Smith (Administrator of Cosslett (Contractors) Limited) v Bridgend County Borough Council; In re Cosslett (Contractors) Ltd: HL 8 Nov 2001

In re Regent Hotels (UK) Ltd v Pageguide Ltd: CA 10 May 1985

The court was concerned with a long-term management contract for the Dorchester Hotel between Regent as managers and Pageguide. When Regent sold the hotel to Pageguide the management contract would continue and be novated (with some amendment) as between Regent and Pageguide. Pageguide sought to cancel the management contract alleging serious and fundamental breach. Injunctive … Continue reading In re Regent Hotels (UK) Ltd v Pageguide Ltd: CA 10 May 1985

Speed Seal Ltd v Paddington: CA 1985

The court was asked whether the defendant should be permitted to add to his pleadings a counterclaim asserting that the action was brought in bad faith for the ulterior motive of damaging the defendants’ business, and not for the protection of any legitimate interest of the plaintiffs. Held: It is an abuse of process to … Continue reading Speed Seal Ltd v Paddington: CA 1985

West Coast Capital (Lios) Ltd, Re an Order Under Section 994 of the Companies Act 2006: SCS 15 May 2008

‘Thus, it is at least possible that a decision of the board to seek approval for a share issue could be regarded as unfair prejudice, even though the offer could be taken up pro rata by existing shareholders, if it were shown that the board or the majority shareholders knew that the minority for whatever … Continue reading West Coast Capital (Lios) Ltd, Re an Order Under Section 994 of the Companies Act 2006: SCS 15 May 2008

Libman v The Queen: 10 Oct 1985

CANLII (Supreme Court of Canada) Appellant was committed for trial on seven counts of fraud and one count of conspiracy to commit fraud arising out of the conduct of his Toronto telephone sales solicitation room. Pursuant to appellant’s directions, telephone sales personnel telephoned U.S. residents and attempted to induce them to buy shares in two … Continue reading Libman v The Queen: 10 Oct 1985

British Airways Board v Laker Airways Limited: HL 1985

The plaintiffs tried to restrain the defendant from pursuing an action in the US courts claiming that the plaintiffs had acted together in an unlawful conspiracy to undermine the defendant’s business. Held: The action in the US were unlawful under the Sherman and Clayton acts, but were not unlawful in English law. The English courts … Continue reading British Airways Board v Laker Airways Limited: HL 1985

President of India v La Pintada Compagnia Navigacia SA (‘La Pintada’): HL 1985

References: [1985] AC 104 Coram: Lord Brandon, Lord Bridge The house decided against altering the rule in Page -v- Newman. ‘The common law does not award general damages for delay in payment of a debt beyond the date when it is contractually due’ The power given to the court under s 35A is discretionary. It … Continue reading President of India v La Pintada Compagnia Navigacia SA (‘La Pintada’): HL 1985

Acts

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

Danemark Limited v BAA Plc: CA 16 Oct 1995

The defendant had obtained an order or additional security for costs against the defendant company (registered with andpound;100 share capital) under the section. It appealed. There was evidence to suggest some fraud by the plaintiff, but also that there was a genuine claim. The court had a difficult balance to draw between stifling a proper … Continue reading Danemark Limited v BAA Plc: CA 16 Oct 1995

Barclays Bank Plc and Others v British and Commonwealth Holdings Plc: CA 10 Aug 1995

A company remained liable in damages for a breach of a covenant to redeem its own shares despite the obligations under the section making the failure to redeem the shares itself not actionable. Citations: Independent 25-Aug-1995, Times 10-Aug-1995, Gazette 13-Sep-1995 Statutes: Companies Act 1985 178(3) Jurisdiction: England and Wales Company Updated: 20 December 2022; Ref: … Continue reading Barclays Bank Plc and Others v British and Commonwealth Holdings Plc: CA 10 Aug 1995

Steans Fashions Ltd and Another v Legal and General Assurance Society Ltd: CA 31 Dec 1994

A company could be re-instated to the companies register retrospectively for the purposes of a court action. The case was suspended, and not to be struck-out, pending that re-instatement. Citations: Gazette 08-Feb-1995, Times 31-Dec-1994 Statutes: Companies Act 1985 653 Jurisdiction: England and Wales Company, Litigation Practice Updated: 20 December 2022; Ref: scu.89523

In re Saul D Harrison and Sons plc: CA 1995

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

Re Sam Weller and Sons Ltd: 1990

Citations: [1990] Ch 682 Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Cited by: Cited – Hill (As Trustee In Bankruptcy of Nurkowski) v Spread Trustee Company Ltd and Another CA 12-May-2006 The defendants sought relief for transactions entered into at an undervalue. The bankrupt had entered into charges and an assignment of a … Continue reading Re Sam Weller and Sons Ltd: 1990

Re Rw Peak (Kings Lynn) Ltd: CA 12 May 1999

All shareholders agreed for the company’s purchase of one’s shares. One said this was void, that the formalities had not been followed, the company said all the shareholders agreed. The court held the formalities protected others also; the deal was void. Citations: Gazette 12-May-1999, [1998] 1 BCLC 193 Statutes: Companies Act 1985 143, 164 Jurisdiction: … Continue reading Re Rw Peak (Kings Lynn) Ltd: CA 12 May 1999

Florentino Comm Giuseppe Sri v Farnesi and Another: ChD 11 Feb 2005

Company directors drew and signed company cheques, but the cheques did not bear the word ‘limited’ or permitted substitute. The cheques were not met and the claimants sued the signatories personally. Held: The section made the signatory of such a cheque personally liable. Once presented and refused, it became ‘not duly paid’. Under section 45 … Continue reading Florentino Comm Giuseppe Sri v Farnesi and Another: ChD 11 Feb 2005

Winpar Holdings Ltd v Ransomes Plc: CA 1 Jul 1999

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: [1999] EWCA Civ 1732, [1999] 2 BCLC 591, [2000] BCC 455, [1999] EWCA Civ 1732, [2000] BCC 455, … Continue reading Winpar Holdings Ltd v Ransomes Plc: CA 1 Jul 1999

Yorkshire Bank Plc v Hall and Others: CA 18 Dec 1998

The Court of Appeal is not strictly bound by the terms of leave to appeal given, but where the points had been specifically considered a point could only be heard with the leave of the Court of Appeal which had full power to regulate its own proceedings. Judges: Robert Walker LJ Citations: Times 14-Jan-1999, [1998] … Continue reading Yorkshire Bank Plc v Hall and Others: CA 18 Dec 1998

Guinness Peat Group Plc v British Land Company Plc and others: CA 18 Dec 1998

The claimant, a minority shareholder, had said that the defendant had acted prejudicially in transferring the company’s only substantial asset to another company. The respondent said that since the shares had always been of nil value they could not hae been prejudiced. The claimant appealed a strike out of its claim. Held: Such a strike … Continue reading Guinness Peat Group Plc v British Land Company Plc and others: CA 18 Dec 1998

In Re Devon and Somerset Farmers Ltd: ChD 25 May 1993

An Industrial and Provident Societies Act society is unregistered and is therefore not a company for the purposes of s40. Had that been intended express statutory provision would have been made. Judges: Hague QC J Citations: Times 25-May-1993, Gazette 01-Sep-1993, [1993] BCC 410 Statutes: Insolvency Act 1986 40 251, Industrial and Provident Societies Act 1965, … Continue reading In Re Devon and Somerset Farmers Ltd: ChD 25 May 1993

Smith v Charles Building Services Ltd and Another: CA 19 Jan 2006

An application was made for the rectfication of the company’s registers. Held: The claimant’s name had been improperly removed from the register, and therefore he was prima facie entitled to a rectification. However even if rectified, the beneficial ownership of any share would remain unresolved. The appeal was dismissed. Judges: Waller LJ, Arden LJ, Sir … Continue reading Smith v Charles Building Services Ltd and Another: CA 19 Jan 2006

Express Newspapers v Telegraph Group Ltd: CA 15 Mar 2002

The parties entered into a joint venture for the provision of printing resources. This survived until one member company changed hands, when there were disagreements about a shareholder’s agreement. There were difficulties of construction. Held: Because this was a pure construction of a commercial agreement, there was no restriction on appellate jurisdiction to interpret the … Continue reading Express Newspapers v Telegraph Group Ltd: CA 15 Mar 2002

In re Magi Capital Partners LLC: 2003

The court stayed a petition under the section to allow for an arbitration. Citations: [2003] EWHC 2790 (Ch) Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Cited by: Cited – Exeter City AFC Ltd v Football Conference Ltd and Another ChD 29-Jan-2004 The football club played in a league operated by the first defendant, … Continue reading In re Magi Capital Partners LLC: 2003

Hooper v Western Counties and South Wales Telephone Co Ltd: 1892

The court placed a restrictive meaning on the idea of a company reconstruction. The new company is to consist of the old shareholders. Judges: Chitty J Citations: (1892) 68 LT 78 Jurisdiction: England and Wales Cited by: Cited – Brooklands Selangor Holdings Limited v Inland Revenue Commissioners ChD 1970 The court had to consider whether … Continue reading Hooper v Western Counties and South Wales Telephone Co Ltd: 1892

Rothwell v Chemical and Insulating Co Ltd and Another: CA 26 Jan 2006

Each claimant sought damages after being exposed to asbestos dust. The defendants resisted saying that the injury alleged, the development of pleural plaques, was yet insufficient as damage to found a claim. Held: (Smith LJ dissenting) The defendants appeals succeeded. The claimants had three possible claims, none of which on their own would amount to … Continue reading Rothwell v Chemical and Insulating Co Ltd and Another: CA 26 Jan 2006

Duckwari Plc v Offerventure Ltd and Another: In Re Duckwari Plc (no 2): CA 8 May 1998

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

Coulthard, Ashton Shuttleworth, and Dawes v Neville Russell (a Firm): CA 27 Nov 1997

Auditors who were in a position to advise a company’s directors as to the legality of them making loan payments to a shell company which was acquiring there shares had a duty so to advise. The directors of a company sued them for failing to warn them that a loan made by the company might … Continue reading Coulthard, Ashton Shuttleworth, and Dawes v Neville Russell (a Firm): CA 27 Nov 1997

Iliffe News and Media Ltd and Others v Revenue and Customs: FTTTx 1 Nov 2012

FTTTx CORPORATION TAX – purported assignments of unregistered trade marks in gross (newspaper mastheads) by subsidiaries to their parent company – whether valid under common law – held no – alternatively on the basis that they were valid whether certain of them were unlawful distributions pursuant to sections 263 and 270(2) Companies Act 1985 – … Continue reading Iliffe News and Media Ltd and Others v Revenue and Customs: FTTTx 1 Nov 2012

Ross v Telford and Another: CA 4 Jul 1997

The court’s power to order a company meeting to be held is not to be construed so as to allow court to break a deadlock artificially by resolving an impasse between equal shareholders. Citations: Times 04-Jul-1997, Gazette 16-Jul-1997 Statutes: Companies Act 1985 371 Jurisdiction: England and Wales Company Updated: 06 November 2022; Ref: scu.88870

Antoniades v Kin ; Re Full Cup International Trading Ltd: CA 5 Mar 1997

The form of relief under section 461 is discretionary and on an appeal as to the judge’s choice of remedy or relief it has to be shown that his order was outside the generous ambit within which disagreement is possible or is otherwise reviewable on the grounds of which an exercise of discretion can be … Continue reading Antoniades v Kin ; Re Full Cup International Trading Ltd: CA 5 Mar 1997

Arrow Nominees Inc, Blackledge v Blackledge: ChD 2 Nov 1999

The applicants sought to strike out a claim under section 459. The two companies sold toiletries, the one as retail agent for the other. They disputed the relationship of the companies, and the use of a trading name. Documents were disclosed which appeared to be fabrications. Held: Where a party was in breach of court … Continue reading Arrow Nominees Inc, Blackledge v Blackledge: ChD 2 Nov 1999

In Re Premier Electronics (GB) Ltd: ChD 27 Feb 2001

The petitioners brought an action under s459 and obtained freezing orders both in relation to the property of the subject company and in relation to the assets of its two executive directors up to the value of pounds 500,000 each. On the adjourned return day Pumfrey J discharged the orders in relation to the executive … Continue reading In Re Premier Electronics (GB) Ltd: ChD 27 Feb 2001

Branch v Bagley and others: CA 16 Jun 2004

Application for permission to appeal from strike out of unfair prejudice petition. Citations: [2004] EWCA Civ 806 Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Citing: Appeal from – Branch v Bagley and others ChD 10-Mar-2004 . . Lists of cited by and citing cases may be incomplete. Company Updated: 01 November … Continue reading Branch v Bagley and others: CA 16 Jun 2004

Macmillan Inc v Bishopsgate Investment Trust Plc: CA 1 Sep 1993

A subpoena ad duces tecum issued against a third party was to be used to bring evidence before the court, not as an equivalent to discovery.Judge’s discretion not to order production not to be interfered with. Citations: Times 17-May-1993, Gazette 01-Sep-1993 Statutes: Companies Act 1985 Jurisdiction: England and Wales Citing: Appeal from – Macmillan Inc … Continue reading Macmillan Inc v Bishopsgate Investment Trust Plc: CA 1 Sep 1993

Equitable Life Assurance Society v Bowley and others: ComC 17 Oct 2003

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

Crest Nicholson Operations Ltd v Revenue and Customs (STAMP DUTY : Land tax): FTTTx 1 Feb 2017

Stamp Duty Land Tax – determinations in absence of return – appeal – extent of Tribunal’s jurisdiction – held, limited to matters listed in para 36(5A) Sch 10 FA 2003 – burden of proof on taxpayers – avoidance scheme – effect of s 45 FA 2003 – reduction of capital – s 270 Companies Act … Continue reading Crest Nicholson Operations Ltd v Revenue and Customs (STAMP DUTY : Land tax): FTTTx 1 Feb 2017

Fisher v Cadman and Others: ChD 14 Jun 2005

The trial was concluded and the judgment had been given, but before the order was handed down, the defendants applied to be allowed to provide further evidence. Held: The standards of Ladd v Marshall might be applied in such a situation, but with a little more flexibility than an appeal court might have done, but … Continue reading Fisher v Cadman and Others: ChD 14 Jun 2005

Cox v Cox and Skan Dansk Design Limited: ChD 27 Apr 2006

Mrs Cox sought to declarations as to the effect of arrangements made on her divorce in an attempt to avoid contentious proceedings. The couple held equal shares in the family business, but the company registers were missing or had never existed. The husband claimed that the arrangements were provisional pending valuations of the assets. The … Continue reading Cox v Cox and Skan Dansk Design Limited: ChD 27 Apr 2006

Bowthorpe Holdings Limited, Yasaiwa Securities Limited v Hills and others: ChD 8 Nov 2002

Judges: Sir Andrew Morritt The Vice Chancellor Citations: [2002] EWHC 2331 (Ch), [2003] 1 BCLC 226 Links: Bailii Statutes: Companies Act 1985 151 Jurisdiction: England and Wales Cited by: Cited – Cox v Cox and Skan Dansk Design Limited ChD 27-Apr-2006 Mrs Cox sought to declarations as to the effect of arrangements made on her … Continue reading Bowthorpe Holdings Limited, Yasaiwa Securities Limited v Hills and others: ChD 8 Nov 2002

Igroup Ltd v Ocwen (an unlimited company) and Others: ChD 23 Oct 2003

The claimant had submitted debentures and forms to the registrar of companies for registration. The documents submitted contained more information than was necessary, and the extra information was commercially sensitive. It sought rectification of the forms submitted or to amend the registers to exclude the additional information. Held: The court had no power to make … Continue reading Igroup Ltd v Ocwen (an unlimited company) and Others: ChD 23 Oct 2003

Lord v Sinai Securities Ltd and others: ChD 21 Jul 2004

For it to be found that a person had acted as a shadow director within the section, it must be shown that ‘all the directors, or at least a consistent majority of them,’ had been accustomed to act on the directions of the alleged shadow director. Judges: Hart J Citations: [2004] EWHC 1764 (Ch) Links: … Continue reading Lord v Sinai Securities Ltd and others: ChD 21 Jul 2004

Baker v Anthony Potter and Bellevue Garages Limited: ChD 22 Jun 2004

A company in general meeting can release or compromise a claim for breach of section 151. Judges: Mr Justice Richards Citations: [2004] EWHC 1422 (Ch) Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Cited by: Cited – Cox v Cox and Skan Dansk Design Limited ChD 27-Apr-2006 Mrs Cox sought to declarations … Continue reading Baker v Anthony Potter and Bellevue Garages Limited: ChD 22 Jun 2004

HM Inspector of Taxes v Mars UK Ltd: ChD 12 Apr 2005

The taxpayer sought to set off against its liability to Corporation Tax the depreceiation of its stock. Held: The Inspector’s appeal succeeded. Even though the depreciation was conventional, the prohibition in the 1988 Act was general and overrode it, and was not displaced by the recognition given in the 1998 Act to standard accountancy practices. … Continue reading HM Inspector of Taxes v Mars UK Ltd: ChD 12 Apr 2005

It’s A Wrap (UK) Ltd v Gula and Another: ChD 16 Sep 2005

The defendant company directors were accused of having paid dividends to themselves when the company was in fact making a loss. Held: A claim might lie, but the pleadings did not phrase it adequately, and an amendment would be improper. Though payments had been made at a time when the company ws making losses, a … Continue reading It’s A Wrap (UK) Ltd v Gula and Another: ChD 16 Sep 2005

Wilkinson v West Coast Capital and others: ChD 21 Dec 2005

Judges: Warren J Citations: [2005] EWHC 3009 (Ch) Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Citing: See Also – Wilkinson v West Coast Capital and others ChD 22-Jul-2005 A claim was to be made about actions of unfair prejudice by the directors against the minor shareholder. The court considered a preliminary … Continue reading Wilkinson v West Coast Capital and others: ChD 21 Dec 2005

In the Matter of Pectel Limited; O’Neill; O’Neill v Phillips; Phillips and Pectel Limited: CA 1 May 1997

The petitioners sought either the purchase of their shares, or the winding up of the company alleging unfair prejudice in the management of the company. The defendants argued that what was complained of did not fall within section 459 since it was not complained of in their capacity as shareholders. Held: Though the petitioner was … Continue reading In the Matter of Pectel Limited; O’Neill; O’Neill v Phillips; Phillips and Pectel Limited: CA 1 May 1997

RC Brewery Ltd v HM Revenue and Customs: ChD 10 May 2013

The company sought an order restraining advertising of a winding up petition issued by the respondent who sought payment of substantial arrears of unpaid beer duty and penalties. Judges: Warren J Citations: [2013] EWHC 1184 (Ch) Links: Bailii Statutes: Companies Act 1985 8127 Jurisdiction: England and Wales Company, Insolvency Updated: 15 September 2022; Ref: scu.509267

Lloyds TSB Foundation for Scotland v Lloyds Banking Group Plc: SCS 17 Jun 2011

(Outer House) The bank had covenanted to provide a certain proportion of its profits to the pursuer charitable foundation. The bank had acquired another at an accounting loss, but in 2005, a change in accounting standards turned that substantial loss into a profit. The Foundation said that the donation should be calculated accordingly. Held: The … Continue reading Lloyds TSB Foundation for Scotland v Lloyds Banking Group Plc: SCS 17 Jun 2011