Judges: Lord Prosser Citations:  ScotCS 298 Links: Bailii Jurisdiction: Scotland Company Updated: 05 June 2022; Ref: scu.169167
Judges: Lord Carloway Citations:  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
Baumler (UK) Ltd
The court recognised: ‘in the case of a quasi-partnership company a breach of duty by one participant may not in the event be causative of ‘prejudice or loss’ to the company, but may nevertheless lead to such a loss of . .
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 . .
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
Judges: Justice Jonathan Parker Citations:  EWHC 1561 (Ch),  2 BCLC 321,  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 petitioner complained of unfair prejudice in the way the company had been operated, and sought an order that his shares be bought out. However the judge found that the net value of the company was negative and the shares worthless. The judge had held that an offer to buy the shares for andpound;5,000 had … Continue reading Bonham v Crow and others: CA 13 Dec 2001
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 plaintiffs claimed that the directors had either exceeded their powers or had exercised their powers for some illegitimate or ulterior purpose. Held: Where the claim of unfairness was not reasonably arguable, the court could exercise its jurisdiction to strike out a petition presented under section 459. Having observed that petitions under section 459 are … Continue reading In re Saul Harrison and Sons PLC: CA 1994
The defendant was accused of defrauding the company’s creditors. Held: Not guilty. When interpreting a statute, the words of a heading cannot have equal weight with the words of the Act. The courts sometimes have to fill lacunae in legislation. Punctuation could be used as aids in cases of ambiguity as could the long title … Continue reading Regina v Schildkamp: HL 1971
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
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 disputed whether an option to purchase land had been validly exercised after a dispute as to the means of valuing it.
Held: The option had been validly exercised. . .
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 . .