Unfair prejudice petition Citations: [2004] EWCA Civ 815, [2005] BCC 11, [2005] 1 WLR 3505, [2004] 4 All ER 735 Links: Bailii Statutes: Companies Act 1985 459(1) Jurisdiction: England and Wales Company Updated: 31 October 2022; Ref: scu.198327
Application to the court for directions by the supervisors of two schemes of arrangement pursuant to section 425 of the Companies Act 1985 Judges: Mr Justice Henderson Citations: [2013] EWHC 324 (Ch) Links: Bailii Jurisdiction: England and Wales Company Updated: 19 November 2022; Ref: scu.471172
Judges: Deputy Master Marsh Citations: [2021] EWHC 1524 (Ch) Links: Bailii Statutes: Companies Act 1985 645, Treasury Solicitor Act 1876 Jurisdiction: England and Wales Company Updated: 31 October 2022; Ref: scu.669173
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
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
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
Citations: [2005] EWHC 2578 (Ch) Links: Bailii Statutes: Companies Act 1985 351 Jurisdiction: England and Wales Company Updated: 27 September 2022; Ref: scu.235441
Citations: [2005] EWHC 2032 (Ch) Links: Bailii Statutes: Companies Act 1985 359 Jurisdiction: England and Wales Company Updated: 25 September 2022; Ref: scu.230119
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
Application for rectification of company register of members Citations: [2009] EWHC 2313 (Ch) Links: Bailii Statutes: Companies Act 1985 359, Companies Act 2006 125 Jurisdiction: England and Wales Company Updated: 13 September 2022; Ref: scu.551961
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
Judges: Bean J Citations: [2010] EW Misc 16 (CC) Links: Bailii Statutes: Companies Act 1985 251 Company, Criminal Sentencing Updated: 31 August 2022; Ref: scu.427416
Complaint was made that the turn-out at the meeting to approve the proposed scheme of arrangement was about 15% representing just over half in value of the total claims, judged in each case by reference to ‘actual or pending’ claims. Counsel for the company pointed out that the relatively low number was not unusual by … Continue reading In re British Aviation Insurance Company Ltd: ChD 21 Jul 2005
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
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
The claimants had begun proceedings claiming unfair prejudice by the defendants in the management of the business. The defendants sought to have the petition struck out saying that the claimants had used falsified documents to base their petition. At one hearing the court had found such behaviour, but had declined to strike out the petition. … Continue reading Arrow Nominees Inc, Blackledge (L) v Blackledge (G), Blackledge (M), Blackledge (GR and MM): ChD 21 Jan 2000
The appeals concerned convictions from 1990 which had been challenged before, and following decisions in the European Court of Human Rights. It was alleged that certain information had been known to the prosecution, but not disclosed to them. The case concerned arrangements to boost share prices in connection with promoting a company take over. The … Continue reading Regina v Lyons, Parnes, Ronson, Saunders: CACD 21 Dec 2001
The company challenged the grant of planning permission for a competitor to open a new supermarket within 800 metres of its own, saying that the Council had failed to apply its own planning policies, which required preference of suitable sites not out of town. The parties disputed whether ‘suitable’ meant suitable to the needs for … Continue reading Tesco Stores Ltd v Dundee City Council: SC 21 Mar 2012
Judges: Lloyd J Citations: [2002] EWHC 140 (Ch) Jurisdiction: England and Wales Company Updated: 08 May 2022; Ref: scu.169921
Construction industry scheme – cancellation of gross payment registration supposedly obtained on the basis of false information – shadow director – whether failure to notify shadow director of applicant company to Companies House gave rise to – false information – whether obligation to notify shadow directors to Companies House under Companies Act 2006 arises – … Continue reading Bagri Services Limited v Revenue and Customs (Procedure : Other): FTTTx 30 Dec 2021
The claimant had taken two leases, but had been made subject to beer ties with the defendant. He claimed damages for the losses, saying he had been forced to pay higher prices than those allowed to non-tied houses, and that the agreement was anti-competitive, and that the individual exemption from the EC Treaty obligations which … Continue reading Crehan v Inntrepreneur Pub Company (CPC): CA 21 May 2004
The claimant had served an asset freezing order on the bank in respect of one of its customers. The bank paid out on a cheque inadvertently as to the order. The Commissioners claimed against the bank in negligence. The bank denied any duty of care. Held: The bank’s appeal succeeded. The bank owed a duty … Continue reading HM Customs and Excise v Barclays Bank Plc: HL 21 Jun 2006
‘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
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
Promisse to Pay Tax due is not Consideration The company appealed against an order for its winding up, saying that the debt was disputed, an accomodation having been reached with the Revenue. Held: The court declined to regard a promise to the Revenue by a company to pay its existing liabilities by instalments and future … Continue reading In Re Selectmove Ltd: CA 21 Dec 1993
When a licence is really a tenancy The document signed by the occupier stated that she understood that she had been given a licence, and that she understood that she had not been granted a tenancy protected under the Rent Acts. Exclusive occupation was in fact granted. Held: This was a tenancy not a licence. … Continue reading Street v Mountford: HL 6 Mar 1985
The court set down the conditions for the award of exemplary damages. There are two categories. The first is where there has been oppressive or arbitrary conduct by a defendant. Cases in the second category are those in which the defendant’s conduct has been calculated by him to make a profit for himself which may … Continue reading Rookes v Barnard (No 1): HL 21 Jan 1964
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
The court was asked to consider preliminary issues concerning facultative obligatory (fac. oblig.) reinsurances of a variety of business. The issues included whether the reinsured was obliged to keep a retention and whether the writing of its . .
The question of a proprietary estoppel as between landlord and tenant arose. An agreement had been reached subject to contract for the grant of a lease, with an option to purchase. The tenant was allowed into possession before the documentation was . .
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
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 was asked whether the limition on the circumstances in which the court could remove restrictions imposed under section 794, applied to a merely interim order. Held: It did not. Hoffmann J said of the powers t demand information given under the 1985 Act: ‘the company, through its existing board, is given the unqualified … Continue reading In re TR Technology Investment Trust Plc: ChD 1988
A company director, having concealed relevant information from the board, obtained company property at a substantial undervalue. Citations: [2002] BCLC 162 Statutes: Companies Act 1985 21 Jurisdiction: England and Wales Cited by: Cited – DEG-Deutsche Investitions und Entwicklungsgesellschaft mbH v Koshy and Other (No 3); Gwembe Valley Development Co Ltd (in receivership) v Same (No … Continue reading J J Harrison v Harrison: 2002
Judges: Mr Justice Etherton Citations: [2004] EWHC 316 (Ch) Statutes: Insolvency Act 1986 1214, Companies Act 1985 212 Jurisdiction: England and Wales Insolvency, Company Updated: 12 April 2022; Ref: scu.194074
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 court considered its powers under the section: ‘The combined effect of sub-ss (1) and (3) is to empower the court to make such order as it thinks fit for giving relief, if it is first satisfied that the affairs of the company are being or have been conducted in a manner which is unfairly … Continue reading Re London School of Electronics: 1986
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
(Brunei) The defendants were a one-man company, BLT, and the one man, Mr Tan. A dishonest third party to a breach of trust was liable to make good a resulting loss even though he had received no trust property. The test of knowledge was an objective one: ”knowingly’ was better avoided as a defining ingredient … Continue reading Royal Brunei Airlines SDN BHD v Tan: PC 24 May 1995
The OFT had considered whether it was necessary to refer a merger between two companies to the Competition Commission, and decided against. The Competition Appeal Tribunal held that the proposed merger should have been referred. The OFT and parties appealed. Held: The Tribunal had misdirected itself as to one test. The statutory test required the … Continue reading Office of Fair Trading and others v IBA Health Limited: CA 19 Feb 2004
Judges: Tuckey, Rix, Arden LLJ Citations: [2001] EWCA Civ 763, [2003] 2 BCLC 263 Links: Bailii Statutes: Company Directors Disqualificatin Act 1985 Jurisdiction: England and Wales Citing: See Also – Regina v Secretary of State for Trade and Industry, Ex Parte Eastaway HL 8-Nov-2000 Where the Court of Appeal had refused permission to apply for … Continue reading Secretary of State for Trade and Industry v Eastaway: CA 6 Apr 2001
Judges: Chadwick LJ, Tuckely LJ, Maurice Kay LJ Citations: [2007] EWCA Civ 1072, [2008] BCC 125, [2007] BPIR 1217 Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Company Updated: 22 November 2022; Ref: scu.260262
Citations: [2001] EWCA Civ 1595, [2003] 2 BCLC 263 Links: Bailii Statutes: Company Directors Disqualificatin Act 1985 Jurisdiction: England and Wales Citing: See Also – Regina v Secretary of State for Trade and Industry, Ex Parte Eastaway HL 8-Nov-2000 Where the Court of Appeal had refused permission to apply for judicial review after a similar … Continue reading Secretary of State for Trade and Industry v Eastaway; Re Blackspur Group (No 3), Secretary of State for Trade and Industry v Davies and Others (No 2): CA 13 Sep 2001
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
A logo had been created for the claimants, by an independent sub-contractor. They sought assignment of their legal title, but, knowing of the claimant’s interest the copyright was assigned to a third party out of the jurisdiction. The claimant sought an order for its transfer, and an order was so made. Before it was perfected … Continue reading R Griggs Group Ltd and others v Evans and others (No 2): ChD 12 May 2004
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
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
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
Judges: Mr R Sheldon OC Citations: [2004] EWHC 744 (Ch), [2005] BCC 123, [2004] 2 BCLC 224 Links: Bailii Statutes: Companies Act 1985 371 Jurisdiction: England and Wales Company Updated: 21 October 2022; Ref: scu.443584
Citations: [2002] EWCA Civ 699 Links: Bailii Statutes: Companies Act 1985 356 Jurisdiction: England and Wales Company Updated: 11 October 2022; Ref: scu.217086
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
The company wished to enter into a voluntary arrangement to protect itself from insolvency, but was an association incorporated by Royal Charter. Held: For the purposes of the Act, the association was to be treated as having a legal persona capable of being wound up. The words ‘opening’ insolvency proceedings could be read widely enough … Continue reading In re The Salvage Association: ChD 9 May 2003
The claimants were shareholders in Westrip, accusing the Defendant directors of deliberately engaging in a course of conduct which has led to Westrip losing ownership and control of a very valuable mining licence and which, but for their intervention, would have led to Westrip losing all or almost all of its remaining assets. They say … Continue reading Iesini and Others v Westrip Holdings Ltd and Others: ChD 16 Oct 2009
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
(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
A husband and wife had each executed the will which had been prepared for the other, owing to an oversight on the part of their solicitor; the question which arose was whether the will of the husband, who died after his wife, was valid. The parties disputed whether the will have been validly executed, and … Continue reading Marley v Rawlings and Another: SC 22 Jan 2014
The court heard an application by a minority shareholder for an order for the sale of the interest of the majority shareholder to him. Rattee J said: ‘It may be comparatively unusual for a majority shareholder of the company to be ordered to sell its shares to minority shareholder petitioners, but in the circumstances of … Continue reading In re Brenfield Squash Rackets Ltd: ChD 1996
The length of a director’s disqualification is not to be discounted for the time elapsed up to the hearing of the case. As to section 221 of the Companies Act, it : ‘has, at the least, two purposes. First, to ensure that those who are concerned in the direction and management of companies which trade … Continue reading Secretary of State for Trade and Industry v Arif and Others: ChD 25 Mar 1996
The liquidator appealed refusal of the court to make liable one director who had unknowingly allowed company funds to be loaned unlawfully to a co-director. Held: The section imposed liability on one director for unlawful arrangements made by another. ‘If annual accounts are approved which do not comply with the requirements of the Act, every … Continue reading Neville (As Administrator of Unigreg Ltd) and Another v Krikorian and others: CA 4 Jul 2006
The Court was asked whether an employee’s remuneration is taxable as his or her emoluments or earnings when it is paid to a third party in circumstances in which the employee had no prior entitlement to receive it himself or herself. Held: The company’s appeal failed. The purposive approach to the interpretation of the general … Continue reading RFC 2012 Plc (Formerly The Rangers Football Club Plc) v Advocate General for Scotland: SC 5 Jul 2017
FTTTx Employees’ bonus payments – whether entitlement to cash or to shares – s 18 and 686 and Part 7 of ITEPA 2003 – s 42 of Companies Act 1985 – tax avoidance scheme – purposive interpretation of statutes – Ramsay and PA Holdings considered – appeal dismissed Judges: Malachy Cornwell-Kelly TJ Citations: [2012] UKFTT … Continue reading Sloane Robinson Investment Services Ltd v Revenue and Customs: FTTTx 16 Jul 2012
Loss of Confidentiality Protection – public domain A retired secret service employee sought to publish his memoirs from Australia. The British government sought to restrain publication there, and the defendants sought to report those proceedings, which would involve publication of the allegations made. The AG sought to restrain those publications. Held: A duty of confidence … Continue reading Attorney-General v Guardian Newspapers Ltd (No 2) (‘Spycatcher’): HL 13 Oct 1988
The defendants had been convicted on evidence obtained from them by inspectors with statutory powers to require answers on pain of conviction. Subsequently the law changed to find such activity an infringement of a defendant’s human rights. Held: There was no requirement for a court to implement a Human Rights Court decision retrospectively to require … Continue reading Regina v Lyons, Parnes, Ronson, Saunders: HL 15 Nov 2002
The Court was asked in what circumstances is it permissible to sue an unnamed defendant? The respondent was injured when her car collided with another. The care was insured but by a driver giving a false name. The car owner refused to identify him. The insurers now appealed against Held: The appeal succeeded. It is … Continue reading Cameron v Liverpool Victoria Insurance Co Ltd: SC 20 Feb 2019
The claimant appealed against dismissal of her petition for an order for the defendants to purchase her shares at a fair value, saying that they had acted unfairly toward her. Her co-directors had acquired, for another company of which they were sole directors, a property which might have been bought by the company. Held: The … Continue reading O’Donnell v Shanahan and Another: CA 22 Jul 2009
Judges: Richard Sheldon QC Citations: [2005] EWHC 2124 (Ch) Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Company Updated: 28 July 2022; Ref: scu.231096
Application under CPR 3.4 and 24.2 for orders striking out or dismissing a petition under section 459 of the Companies Act 1985 because it discloses no grounds on which the petition has any real prospect of success. The petition alleges, as it has to in order to come within section 459, that the affairs of … Continue reading Hough and others v Hardcastle and others: ComC 22 Apr 2005
Citations: [2008] EWHC 221 (Ch), [2008] 1 BCLC 447, [2008] BCC 307 Links: Bailii Statutes: Companies Act 1985 359 Jurisdiction: England and Wales Company Updated: 19 July 2022; Ref: scu.264584
Judges: Justice Jonathan Parker Citations: [2000] EWHC 1561 (Ch), [2000] 2 BCLC 321, [2001] BCC 692 Links: Bailii Statutes: Companies Act 1985 459(1) 461 Jurisdiction: England and Wales Insolvency, Company Updated: 13 July 2022; Ref: scu.329574
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
One company may purchase another company, whose sole assets are the purchasing company’s own shares where there is no consideration given. Citations: Times 30-Dec-1994, [1995] 1 BCLC 218 Statutes: Companies Act 1985 143 Jurisdiction: England and Wales Company Updated: 12 July 2022; Ref: scu.77623
Section 651 was broad enough to enable the court to order that the costs of having the dissolution of a company declared void be treated as an expense in the winding-up, notwithstanding the decision of the House of Lords in Re Toshoku Finance UK plc [2002] 1 WLR 671 that Rule 4.218 contained an exhaustive … Continue reading Unadkat and Co (Accountants) Ltd v Bhardwaj and Another: ChD 11 Oct 2006
The claimant sought leave to cross examine an officer of the defendant in connection with his affidavit sworn in search order proceedings. The case had a history of deceit and dishonest oral evidence. Held: Though such an order would be exceptional, sufficient grounds had been shown in this case. Judges: Morison J Citations: [2006] EWHC … Continue reading Kensington International Ltd v Republic of Congo and Another: ComC 20 Jul 2006
The claimants had each been detained without trial for more than two years, being held as suspected terrorists. They were free leave to return to their own countries, but they feared for their lives if returned. They complained that the evidence used to justify their detention was derived from practices involving torture by the US … Continue reading A, B, C, D, E, F, G, H, Mahmoud Abu Rideh Jamal Ajouaou v Secretary of State for the Home Department: CA 11 Aug 2004
The parties to the action had given cross undertakings to support the grant of an interim injunction. A third party subsequently applied to be joined, and now sought to take advantage of the cross undertakings to claim the losses incurred through the giving of the ‘wrongful undertakings’ Held: The joined party, who had not itself … Continue reading Smithkline Beecham Plc Glaxosmithkline UK Ltd and Another v Apotex Europe Ltd and others (No 2): CA 23 May 2006
The parties sought approval of scheme of arrangement of the American company at issue, a company conducting mainly re-insurances. Detailed proposals were put to the court as to the recovery of sums due to the company and payment out to the claimants or appropriate sums by way of compromise. Some creditors opposed the proposal. A … Continue reading Home Insurance Company, Re: ChD 10 Nov 2005
The court had made an order for the purchase of a minority shareholding after finding prejudicial behaviour by the majority. It now considered valuation of the shares in a 49.96% shareholding. The question was whether the valuation should be discounted to reflect the fact that they were part of a minority shareholding. Held: It was … Continue reading Irvine and others v Irvine and Another: ChD 23 Mar 2006
A claim was to be made about actions of unfair prejudice by the directors against the minor shareholder. The court considered a preliminary issue as to the admissibility of evidence, including without prejudice correspondence. Held: The applicant sought to dissect the negotiations to identify what was admissible. That was not acceptable as regards without prejudice … Continue reading Wilkinson v West Coast Capital and others: ChD 22 Jul 2005
Mrs D had gone into business with the respondents to operate a residential care home. It was to be run from premises owned by the respondents. The respondents inter alia had failed to disclose previous convictions, the registration was cancelled, and the company was insolvent. Heads of agreement with an attached draft lease had been … Continue reading Dyment v Boyden and others: CA 26 Nov 2004
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
When the general commissioners were investigating an appeal against the imposition of penalties, it was open to them to ask the company to present more detailed accounts than would be provided under the rules which allowed smaller companies to file short accounts. It was not enough to offer access to the companies books. The commissioners … Continue reading Slater Ltd and Others v Beacontree General Commissioners and Another: ChD 6 Dec 2001
Citations: [2005] EWCA Civ 1356 Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Company Updated: 21 June 2022; Ref: scu.235339
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 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
The question is whether a scheme of arrangement: ‘was at least so far fair and reasonable, as that an intelligent and honest man, who is a member of that class [to whom the scheme is put], and acting alone in respect of his interest as such a member, might approve of it.’Bowen LJ: ‘It is … Continue reading Re Alabama, New Orleans, Texas and Pacific Junction Railway Company: CA 1891
A floating charge was given over the whole of a company’s property which might from time to time be ‘comprised in our property and undertaking’. The charge terms echoed the section which allows a company to create a charge ‘over all or any part of the property . . which may from time to time … Continue reading Sharp v Thomson: HL 1997
Architects proposed a system of flexible drains for a site, but the contractors persuaded them to accept rigid drains which once laid proved inadequate at considerable cost. The local authority had permitted the departure from the plans. Held: The true question to found negligence was whether the particular defendant owed the particular plaintiff a duty … Continue reading Peabody Donation Fund v Sir Lindsay Parkinson and Co Ltd: HL 18 Oct 1983
The defendant challenged the claimant’s right to possession under a legal charge. She appealed a finding that she had not established the undue influence of her husband, a solicitor. Held: A lender who received a voidable security was entitled to invoke the right of subrogation in the same way, and to the same extent, as … Continue reading UCB Group Ltd v Hedworth: CA 4 Dec 2003
Six appeals concerned a number of aspects of the new Conditional Fee Agreement. Held: It should be normal for a CFA, redacted as necessary, to be disclosed for costs proceedings where a success fee is claimed. If a party seeks to rely on the CFA, as a matter of fairness she should ordinarily be put … Continue reading Hollins v Russell etc: CA 22 May 2003
In each case claims had been late in being served and extensions in time were sought and refused. Held: The recent authorities were examined. The words ‘has been unable to serve’ in CPR 7.6(3)(a) include all cases where the court has failed to serve, including mere oversight. The court’s discretion might then be exercised according … Continue reading Cranfield and Another v Bridgegrove Ltd; Claussen v Yeates etc: CA 14 May 2003
The applicant was detained in an institution for mentally deranged offenders. While so detained he was subjected to the forcible administration of food and neuroleptics and to handcuffing to a security bed. He complained of violation of his Article 3 and 8 rights. One of his complaints was as to interference with his correspondence. Held: … Continue reading Herczegfalvy v Austria: ECHR 24 Sep 1992
Judges: David Richards J Citations: [2006] EWHC 2110 (Ch) Links: Bailii Statutes: Company Directors Disqualification Act 1986 8, Companies Act 1985 437 Jurisdiction: England and Wales Company Updated: 02 June 2022; Ref: scu.244233
(Bermuda) An alternative remedy to winding up is available to a shareholder where oppressive conduct is alleged, though the main thrust is that the conduct is unlawful. Judges: Lord Browne-Wilkinson Lord Lloyd of Berwick Lord Steyn Lord Cooke of Thorndon Lord Clyde Citations: Times 31-Oct-1997, [1997] UKPC 44 Links: Bailii Statutes: Companies Act 1985 459, … Continue reading Bermuda Cablevision Limited and others v Colica Trust Company Limited: PC 6 Oct 1997
A notice was given to the holder of a waste disposal licence to require certain information to be provided on pain of prosecution. The provision of such information could also then be evidence against the provider of the commission of a criminal offence. Held: Nevertheless, the provision of such information was required in this case, … Continue reading Regina v Hertfordshire County Council, ex parte Green Environmental Industries Ltd and Another: HL 17 Feb 2000
The defendant sought to set aside an order for possession under a mortgage. Held: Where a case was strong enough on its face in terms of conduct and terms, unconscionable conduct could be inferred if there was no explanation offered to displace that inference. Judges: Ward LJ, Millett LJ Citations: [2000] Lloyd’s LR 19, [2000] … Continue reading Portman Building Society v Dusangh and Others: CA 19 Apr 2000
A charity entered into a contract for the sale of land. It failed to comply with the requirements under the Act. The purchaser assigned the benefit of the contract, to the claimant who sought to enforce the contract. Held: The section only allowed a completed transaction to be rescued. An uncompleted contract was not itself … Continue reading Bayoumi v Women’s Total Abstinence Union Ltd and Another: CA 5 Nov 2003
The defendant appealed an order requiring it to give security for costs under s726. Held: There were clear reasons for doubting the amounts sought by the plaintiffs, but some sum was properly required, and a lower sum was substituted. Judges: Lord Justice Leggatt, Lord Justice Morritt, Lord Justice Brooke Citations: [1997] EWCA Civ 2141 Statutes: … Continue reading Hi-Tek Bags Limited v Sun 99 Limited and Another: CA 18 Jul 1997
The claimant challenged the defendant’s policies on caring for elderly people within the community saying that it provided insufficient funds, and the procedures for review were inadequate and infringed her human rights. Citations: [2010] EWHC 414 (Admin), (2010) 13 CCL Rep 227 Links: Bailii Statutes: Chronically Sick and Disabled Persons Act 1970 2(1), National Health … Continue reading Savva, Regina (on The Application of) v Royal Borough of Kensington and Chelsea: Admn 11 Mar 2010
If one party, knowing that another wishes to serve process upon him, requests or authorises the other to do so in a particular way which is outside the Rules and the other does so, then, unless the Rules themselves prohibit consensual service, the party so served cannot be heard to say that the service was … Continue reading Kenneth Allison Ltd v AE Limehouse Ltd: HL 1992
The applicant having been cautioned for an offence under the Companies Act 1985, he objected to being required to answer questions put to him in connection with the matter by the Director of the Serious Fraud Office under the 1987 Act. Held: The duty under the Act to answer SFO questions, continues even after the … Continue reading Regina v Director of Serious Fraud Office, ex Parte Smith: HL 15 Jul 1992