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
Judges: David Richards J Citations: [2008] EWHC 1543 (Ch) Links: Bailii Jurisdiction: England and Wales Company Updated: 17 July 2022; Ref: scu.270628
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
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
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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When looking at transactions challenged under the Act, the court must look to the ‘commercial realities’ of what had taken place. ‘There is no definition of giving financial assistance in the Section although some examples are given. The words have no technical meaning and their frame of reference is in my judgment the language of … Continue reading Charterhouse Investment Trust Ltd v Tempest Diesels Ltd: ChD 1986
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
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
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
Citations: [2005] EWHC 2578 (Ch) Links: Bailii Statutes: Companies Act 1985 351 Jurisdiction: England and Wales Company Updated: 27 September 2022; Ref: scu.235441
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
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
Extra Division, Inner House Judges: Lord Coulsfield Citations: [2001] ScotCS 287 Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: Scotland Company Updated: 03 August 2022; Ref: scu.202254
A petition was presented for the re-organisation of the company in circumstances in which, though it was was wholly insolvent, proposed a transfer of its entire undertaking to a new company, the shares in the new company being allotted to the creditors of the old. No shareholder in the old company was to take shares … Continue reading In re Ocean Steam Navigation Company Limited: ChD 1939
Respondents applied to strike out an application under section 459. Judges: Purle QC J Citations: [2008] EWHC 554 (Ch) Links: Bailii Statutes: Companies Act 1985 459 Jurisdiction: England and Wales Company Updated: 19 July 2022; Ref: scu.276663
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 proposed landlord had sealed the lease, but the tenant was to seal and deliver his part by a certain date. The respondent purported to complete the lease later. Held: Under the 1985 Act completion would require writing, intention and delivery. Sealing was insufficient. Section 74 of the 1925 Act did not refer to delivery. … Continue reading Bolton Metropolitan Borough Council v Torkington: CA 31 Oct 2003
The claimants were 50% shareholders in a property investment company and sought relief alleging prejudicial conduct of the company’s affairs. After a falling out, two directors purchased property adjacent to a company property but in their own company name. Held: The company had not been looking to acquire further property, and the purchase could not … Continue reading Bhullar and others v Bhullar and Another: CA 31 Mar 2003
The claimant company set out to sell land whilst it was still only in the process of incorporation. Its solicitors had signed as agents, and now sought an order for the purchaser to complete the contract. The respondent had not known of the non-incorporation of the company. The claimant later rescinded the contract, and forfeited … Continue reading Braymist Limited and Others v Wise Finance Company Limited: CA 20 Feb 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
The defendant worked as a shop assistant. He had persuaded the manager to accept in payment for goods, two cheques which he knew to be stolen. The CA had decided that since the ownership of the goods was transferred on the sale, no appropriation of property belonging to another had taken place. Held: An appropriation … Continue reading Director of Public Prosecutions v Gomez: HL 3 Dec 1992
Nourse LJ said: ‘the clear purpose of [Pt VI of the 1985 Act] is to give a public company, and ultimately the public at large, a prima facie unqualified right to know who are the real owners of its voting shares.’ Judges: Nourse LJ Citations: [1988] 1 All ER 224, [1988] BCLC 140 Statutes: Companies … Continue reading Re Geers Gross plc: CA 1988
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
The company had obtained a restrictions order under Part XV. An application was made to the court for relief. Held: On the facts relief was refused. The respondent had secured discharge of the order under the liberty to apply, having provided the requested information, notwithstanding the company’s wish to hold on to the order pending … Continue reading In re Ricardo Group Plc: ChD 1989
A waste management licence is not property. On the dissolution of a company, the licence simply ceased to exist. Nothing remained which was capable of vesting in the Crown in bona vacantia. Such a licence could not be managed or regulated properly by the Environmental Agency. Citations: Times 17-Jun-1999, Gazette 27-Jun-1999, Gazette 30-Jun-1999 Statutes: Companies … Continue reading In Re Wilmott Trading Ltd (No 2): ChD 17 Jun 1999
Stamp Duty Land Tax – avoidance scheme – use of unlimited company to contract for purchase of property, followed by reduction of capital and dividend in specie of the property acquired to its parent company – claim for exemption from SDLT under section 45(3) Finance Act 2003 (sub-sale relief) – whether unlimited company had complied … Continue reading Vardy Proprties and Another v Revenue and Customs: FTTTx 6 Sep 2012
The company which was formed to combine one party’s expertise in the manufacturing of precision bellows with the general experience of two others in financial, commercial and industrial matters. For several years the company’s affairs had worked smoothly and prospered until in a spirit of mutual recrimination, at an extraordinary general meeting two of the … Continue reading In re Bird Precision Bellows Ltd: CA 1986
Short issue as to the requirements for valid ‘service’ of a completion notice so as to bring a newly completed building within liability for non-domestic rates. The notice had been served by email where no statutory authority existed for this. Held: The LA’s appeal succeeded. ‘Against the background of the detailed scheme established by or … Continue reading UKI (Kingsway) Ltd v Westminster City Council: SC 17 Dec 2018
FTTTx Income Tax; PAYE Determinations; National Insurance Contributions Decisions; bonus; effect of reference in accounts to fish stocks; whether paper transaction; whether contingent liability or accrual; Time Bar; deliberate conduct; whether liability excluded by agreement and/or undertaking; Taxpayer struck off Register of Companies and subsequently restored to the Register; effect of restoration; Income Tax (Pay … Continue reading Spring Salmon and Seafood Ltd v Revenue and Customs: FTTTx 11 Sep 2014
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
Discrimination – History of interactions relevant When a tribunal considered whether the motive for an act was discriminatory, it should look not just at the act, but should make allowance for earlier acts which might throw more light on the act in question. The Tribunal should assess the totality of the evidence on any material … Continue reading Dr Anya v University of Oxford and Another: CA 22 Mar 2001
(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
The claimant sought judicial review of a statement and letter by the respondent making a material consideration for planning authorities the intended revocation by the Respondent of Regional Spatial Strategies. The effect would be to allow the authority to reduce the number of new houses it was planning to allow for and thus to reject … Continue reading Cala Homes (South) Ltd v Secretary of State for Communities and Local Government and Another: Admn 7 Feb 2011
The defenders owned a substantial grouse moor in Scotland. There had been difficulties with grouse stocks, and steps taken over years to allow stocks to recover. They had responded to enquiries from one Mr Erskine with misleading figures. Mr Erskine formed a company, the appellant, to take a lease. The company now appealed rejection of … Continue reading Cramaso Llp v Ogilvie-Grant, Earl of Seafield and Others: SC 12 Feb 2014
The defendant applied to the court for various officers of the cliamant companies to be subject to contempt proceedings. The claimants asked the court to strike of the defendant’s counterclaim and to make a civil restraint order against him. There had been long standing disputes between them. Held: The court found that the initial threshold … Continue reading Stobart Group Ltd and Others v Elliott: QBD 11 Apr 2013
The deceased had come into contact with asbestos when working on building sites for more than one contractor. The claimant here sought contribution from the defendants for the damages it had paid to his estate. The issue was as to liability on . .
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 . .
The parties had engaged in a bitter 95 day trial in which allegations of forgery, theft, false accounting, blackmail and arson. A company owning patents and other rights had become insolvent, and the real concern was the destination and ownership of . .
The company was said to have paid dividends unlawfully, in that the directors who were the shareholders had paid themselves dividends knowing that the company had not earned enough to pay them.
Held: Where shareholders had knowledge of the . .
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
