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
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
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
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
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
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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
Citations: [2000] 1 WLR 414 Statutes: Companies Act 1985 359 Jurisdiction: England and Wales Cited by: Cited – Archer and Watkins v Registrar General and Another PC 24-Jun-2004 (The Bahamas) The claimants challenged the way the respondent had allowed a company to alter its register of shareholders to their detriment. Held: The responsibility for maintaining … Continue reading Re Hoicrest Ltd: 2000
Citations: [2002] EWCA Civ 699 Links: Bailii Statutes: Companies Act 1985 356 Jurisdiction: England and Wales Company Updated: 11 October 2022; Ref: scu.217086
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
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
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
Application to be restored to the company register. Judges: Judge behrens QC Citations: [2005] EWHC B19 (Ch) Links: Bailii Statutes: Companies Act 1985 359 Jurisdiction: England and Wales Company Updated: 04 July 2022; Ref: scu.237289
Judges: The Honourable Mr Justice Peter Smith Citations: [2005] EWHC 1567 (Ch) Links: Bailii Statutes: Companies Act 1985 351 Jurisdiction: England and Wales Company Updated: 01 July 2022; Ref: scu.228950
The Secretary of State sought the winding up of a company. The court considered the discretion to accept undertakings as to the company’s future conduct: ‘Quite clearly the Company has been engaged in a disreputable system of trading. The Company has offered a series of undertakings which are designed to secure that its future trading … Continue reading Re Bamford Publishers Ltd: ChD 2 Jun 1977
The claimant appealed the strike-out of his claim for professional negligence against the respondent solicitors. He claimed that the solicitors had acted in breach of their duty, and he then called a company meeting. Only he attended. He mistakenly believed that he had the power to assign to himself from the company the right of … Continue reading Smith v Henniker-Major and Co: CA 22 Jul 2002
The claimant, a member of the company, a charitable company limited by guarantee, sought a list of the company’s members. This was refused, and the court used a discretion not to order the list to be produced. The applicant sought to lead a group intending to remove the present board of directors. He appealed on … Continue reading Pelling v Families Need Fathers Ltd: CA 1 Aug 2001
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
Directors wide powers in the company’s Articles of Association were not challengeable unless acting ultra vires. Citations: Times 24-Apr-1996 Statutes: Companies Act 1985 359 Jurisdiction: England and Wales Company Updated: 11 May 2022; Ref: scu.84797
Whether issue of additional shares had been properly authorised Lord Justice Peter Gibson Mr Justice Newman Lord Justice Sedlay [2004] EWCA Civ 1069, [2004] 2 BCLC 589, [2005] 1 WLR 1377, [2005] 1 All ER 338, [2004] BCC 814 Bailii Companies Act 1985 35A(1) England and Wales Citing: Cited – Hill v Permanent Trustee Company … Continue reading EIC Services Ltd European Internet Capital Ltd v Phipps, Paul, Barber: CA 30 Jul 2004
Fraudsters had successfully contrived to sell shares of others, by re-registering the shares to new addresses and requesting new certificates. The question was which of the company, the company registrars and the stockbrokers should bear the loss. . .
It had been alleged that a lender had become a shadow director of the borrower company. As to the statutory definition of ‘shadow director’: ‘This definition is directed to the case where the nominees are put up but in fact behind them strings are being pulled by some other persons who do not put themselves … Continue reading Re PTZFM Ltd: 1995
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
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
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
Appeal from termination of employment of curt appointed expert to value company shares. Citations: [2001] EWCA Civ 357, [2003] BCC 353, [2001] CP Rep 81 Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Company Updated: 22 November 2022; Ref: scu.200898
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
The court considered the valuation of minority shares in an order for their purchase: ‘Shares are generally ordered to be purchased on the basis of their valuation on a non-discounted basis where the party against whom the order is made has acted in breach of the obligation of good faith applicable to the parties’ relationship … Continue reading Strahan v Wilcock: CA 19 Jan 2006
The court was asked as to important issues on the validity and constitutionality of restrictions imposed by the directors pursuant to Part 22 of the 2006 Act and the company’s Articles of Association, including the purported disenfranchisement of two of JKX’s shareholders, registered as the holders of 27.55% and 11.45% of the company’s ordinary shares, … Continue reading JKX Oil and Gas Plc and Others v Eclairs Group Ltd: CA 13 May 2014
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
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
Judges: Hart J Citations: [2001] EWHC Ch 442 Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Cited by: Appeal from – CAS (Nominees) Ltd and Another v Nottingham Forest Plc and others CA 13-Jul-2001 . . Lists of cited by and citing cases may be incomplete. Company Updated: 11 September 2022; Ref: … Continue reading CAS (Nominees) Ltd and Others v Nottingham Forest Fc Plc and Others: ChD 5 Apr 2001
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
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
A sole company director must still have company meetings before entering into a contract even if only he will be present. When a director’s claim to the validity of a contract or arrangement depends upon his disclosure of it at a meeting, he must show that he has in letter and spirit complied with the … Continue reading In Re Neptune (Vehicle Washing Equipment) Ltd: Neptune (Vehicle Washing Equipment) Ltd v Fitzgerald: ChD 2 Mar 1995
The petitioner sought for relief from alleged prejudicial conduct by the respondents in the management of the company. Judges: John Randall QC Citations: [2005] EWHC 2717 (Ch) Links: Bailii Statutes: Companies Act 1985 Jurisdiction: England and Wales Citing: Cited – Re Nuneaton Borough AFC Ltd (No 2) 1991 . . Cited – Profinance Trust SA … Continue reading Allmark v Ervel Curt Burnham, Distinct Services Ltd: ChD 30 Nov 2005
The defendant company appealed in part against a finding of unfair conduct of the company as against a minority shareholder, saying the court had been wrong to treat a payment of management charges as unfairly prejudicial. Though nothing had been done to support the charges, the defendant said that the claimant must have consented in … Continue reading Wilson v Jaymarke Estates Ltd and Another: HL 20 Jun 2007
The claimant companies had paid corporation tax under rules which had later been found to be discriminatory. They now sought repayment by virtue of double taxation agreements with the countries in which the parent companies were based. Held: The double agreements required the taxation provisions should not treat worse ‘other similar enterprises of that first-mentioned … Continue reading Boake Allen Ltd and others v HM Revenue and Customs: CA 31 Jan 2006
Judges: Warren J Citations: [2006] EWHC 1335 (Ch) Links: Bailii Statutes: Companies Act 1985 425 Jurisdiction: England and Wales Company Updated: 01 July 2022; Ref: scu.242577
Citations: [2005] EWCA Civ 1356 Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Company Updated: 21 June 2022; Ref: scu.235339
Richards J said: ‘In considering the primary position of the Opposing Bondholders, it is important to keep in mind the function of the court at this stage. This is an application by the companies for leave to convene meetings to consider the schemes. It is emphatically not a hearing to consider the merits and fairness … Continue reading In the Matter of Telewest Communications Plc and in the Matter of Telewest Finance (Jersey) Ltd: ChD 22 Jun 2004
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
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
The applicant had been subject to applications for his disqualification from acting as a company director. The Secretary of State waited until the last day before issuing proceedings, and the proceedings were then delayed another three years pending the outcome of criminal proceedings against others. The government responded that the proceedings were complex, and the … Continue reading Davies v The United Kingdom: ECHR 16 Jul 2002
The Financial Services Authority sought public interest orders for the winding up of three companies selling, it said, extended warranty cover plans without authorisation. The companies said that authorisation was not required, since only services in kind, namely repairs, were provided. Held: The orders were made. Warren J rejected that argument that the services were … Continue reading Re Digital Satellite Warranty Cover Ltd and Others: ChD 31 Jan 2011
A court assessing the claims of members in a liquidation should distinguish between claims made qua members and others. Sums due to a member of company ranked as such if cause of action based on the statutory contract between company and members Citations: Gazette 29-Oct-1997, Times 22-Oct-1997, Gazette 14-Jan-1998, [1997] UKHL 41; [1998] AC 298; … Continue reading Soden and Another v British and Commonwealth Holdings Plc and others: HL 16 Oct 1997
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
The Referendum Party challenged the allocation to it of less time for election broadcasts. Under the existing agreements, having fielded over 50 candidates, they were allocated only five minutes. Held: Neither the inclusion of past electoral support as part of their general criteria for allocating party election broadcasts nor their treatment of the lack of … Continue reading Regina v British Broadcasting Corporation, ex parte Referendum Party; Regina v Independent Television Commission, ex parte Referendum Party: Admn 24 Apr 1997
The respondents were the liquidators of a company which the appellant bank climbed old substantial monies. The insolvent company had several subsidiaries and sub-subsidiaries, holding further assets. The respondent first sought an order requiring the production of certain documents to assist with the liquidation. Those orders were discharged after compromise agreements. The respondent then sought … Continue reading Re Esal (Commodities) Ltd: CA 30 May 1988
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
An employment agreement contravening section 151 of the 1985 Act is unenforceable. The obvious mischief to which section 151 is directed is the case of a bidder financing his bid from the funds of the company acquired. The larger purpose had to be something other than the acquisition of shares, however beneficial the acquisition was … Continue reading Brady v Brady: HL 1988
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
The claimant had sought an extension of time for registration of his charge over the company’s assets. The judge granted the request but delayed its implementation for 14 days to allow the company or other creditors to object. Companies House practice was to register the charge upon receipt of such an order, but not to … Continue reading Ali v Top Marques Car Rental Ltd and Others: ChD 3 Feb 2006
Exemplary Damages Award in Defamation The plaintiff had been awarded damages for defamation. The defendants pleaded justification. Before the trial the plaintiff gave notice that he wanted additional, exemplary, damages. The trial judge said that such a claim had to have been pleaded. The Court of Appeal had considered Rookes -v- Barnard to have been … Continue reading Cassell and Co Ltd v Broome and Another: HL 23 Feb 1972
The turn-out at the creditors meeting was low in number (35 out of 971) but creditors with claims worth about 41% of the total value attended the meeting. Held: Neuberger J said: ‘It is true that the numbers of those who voted was pretty small compared to the number of those entitled to vote, but … Continue reading In re Osiris Insurance Ltd: ChD 1991
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
Liability in Damages on Statute Breach to be Clear Damages were to be awarded against a Local Authority for breach of statutory duty in a care case only if the statute was clear that damages were capable of being awarded. in the ordinary case a breach of statutory duty does not, by itself, give rise … Continue reading X (Minors) v Bedfordshire County Council; M (A Minor) and Another v Newham London Borough Council; Etc: HL 29 Jun 1995
The respondent had arrived and claimed asylum. Three claims were rejected, two of which were fraudulent. She had two children by a UK citizen, and if deported the result would be (the father being unsuitable) that the children would have to return with her. Held: The mother’s appeal succeeded. The court had to consider the … Continue reading ZH (Tanzania) v Secretary of State for The Home Department: SC 1 Feb 2011
Use of ‘Without Prejudice Save as to Costs” A sub-contractor sought payment from the appellants under a construction contract for additional expenses incurred through disruption and delay. The appellants said they were liable to pay the costs, and were entitled to re-imbursement from the client, the respondent. The claim was compromised but without disclosing the … Continue reading Rush and Tompkins Ltd v Greater London Council and Another: HL 1988
GPM had acquired an internet domain name ‘citigroup.co.uk’. Citigroup alleged passing off and trade mark infringement. The claimant complained of an unjustified threat. The defendant counterclaimed, and sought summary judgment. Held: The claimants registered the domain name on the very day that the merger creating the defendant happened. The reputation to be protected was in … Continue reading Global Projects Management Ltd v Citigroup Inc and Others: ChD 17 Oct 2005
The court was asked by the parties to a charterparty whether one of them is an ‘Affiliate’ of the charterer for the purposes of provisions in a charterparty by which both the owner and the charterer agreed to indemnify and hold each other harmless (including in the case of the charterer its ‘Affiliates’) in relation … Continue reading Farstad Supply As v Enviroco Ltd: SC 6 Apr 2011
Exercise of Prerogative Power is Reviewable The House considered an executive decision made pursuant to powers conferred by a prerogative order. The Minister had ordered employees at GCHQ not to be members of trades unions. Held: The exercise of a prerogative power of a public nature may be, subject to constraints of national security and … Continue reading Council of Civil Service Unions v Minister for the Civil Service: HL 22 Nov 1984
(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
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 House was asked whether an option to purchase certain land had been validly exercised. The farm assets had been transferred into a company in order to generate cash. Mr Simmers was apparently gven a right for five years to purchase the business. The landowner now appealed against a decision that it had been validly … Continue reading Simmers v Innes: HL 16 Apr 2008
Rectification – Chartbrook not followed Opportunity for an appellate court to clarify the correct test to apply in deciding whether the written terms of a contract may be rectified because of a common mistake. Held: The appeal failed. The judge was right to conclude that an objective observer would have understood – just as Barclays … Continue reading FSHC Group Holdings Ltd v Glas Trust Corporation Ltd: CA 31 Jul 2019
The parties agreed in principle for the sale of land with potential development value. Considerable sums were spent, and permission achieved, but the owner then sought to renegotiate the deal. Held: The appeal succeeded in part. The finding that Mrs Lisle-Mainwaring’s behaviour in repudiating, and seeking an improvement on, the core financial terms of the … Continue reading Yeoman’s Row Management Ltd and Another v Cobbe: HL 30 Jul 2008
The parties agreed that damages were payable in an action for restitution, but the sum depended upon to a calculation of interest. They disputed whether such interest should be calculated on a simple or compound basis. The company sought compound . .
The appellants had overpaid under a mistake of law very substantial sums in VAT over several years. The excess had been repaid, but with simple interest and not compound interest, which the now claimed (together with other taxpayers amounting to 17 . .
A design for sunglasses was challenged for prior publication. However the law in England differed from that apparently imposed from Europe as to the existence of a 12 month period of grace before applying for registration.
Held: Instruments . .
The Royal Automobile Club (RAC) had been demutualised. The claimants were former members who sought damages from former directors because they had received no benefit. They had ceased to be members before the re-organisation and claimed they should . .
The defendant had broadcast a TV programme using material confidential to the plaintiff, who now sought disclosure of the identity of the presumed thief.
Held: (Lord Salmon dissenting) The courts have never recognised a public interest right . .
References: [2011] EWHC 1851 (Ch) Links: Bailii Coram: Sales J Ratio: The parties applied to the court for a conclusion to their action without the draft judgment being handed down and published, they having reached agreement. Held: It was within the judge’s discretion and in this in the public interest for the judgment to be … Continue reading F and C Alternative Investments (Holdings) Ltd. v Barthelemy and Another: ChD 14 Jul 2011
