The insolvent company held assets for its clients. The liquidators proposed a scheme of arrangement which would allow them protection. Held: The 2006 Act was to allow arrangements between a company and its creditors. The company’s former clients with proprietary interests which were held in trust for them by the company were not creditors. The … Continue reading Lehman Brothers International (Europe), Re Insolvency Act 1986: CA 6 Nov 2009
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 claimant sought to enforce a judgment debt against a foreign resident company, and for this purpose to examine or have examined a director who lived abroad. The defendant said that the rules gave no such power and they did, the power was outside the rule-maker’s power. Held: Even though the rule-making power is wide … Continue reading Masri v Consolidated Contractors International Co Sal and Others: HL 30 Jul 2009
Advertisement of petition was restrained where it was of a solvent company for public interest purposes. Citations: Gazette 22-Feb-1995 Statutes: Insolvency Act 1986 124A Jurisdiction: England and Wales Company Updated: 27 October 2022; Ref: scu.81812
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: [2005] EWHC 2990 (Ch), [2006] 3 All ER 755, [2006] 1 WLR 1792 Links: Bailii Statutes: Insolvency Act 1986 Jurisdiction: England and Wales Citing: See Also – T and N Limited, Associated Companies of T and N Ltd (In Administration) v Royal and Sun Alliance Plc, and others ChD 9-May-2003 … Continue reading T and N Ltd and others v In the Matter of the Insolvency Act 1986 (Conflict of Law): ChD 21 Dec 2005
Citations: [2004] EWHC 2878 (Ch) Links: Bailii Statutes: Insolvency Act 1986 Jurisdiction: England and Wales Citing: See Also – T and N Limited, Associated Companies of T and N Ltd (In Administration) v Royal and Sun Alliance Plc, and others ChD 9-May-2003 T and N had exposure to asbestosis claims; these claims were insured by … Continue reading T and N Ltd and Others, Re the Insolvency Act 1986 (Communications): ChD 8 Dec 2004
Judges: David Richards J Citations: [2005] EWHC 2991 (Ch), [2006] Lloyd’s Rep IR 370 Links: Bailii Statutes: Insolvency Act 1986 Jurisdiction: England and Wales Citing: See Also – T and N Limited, Associated Companies of T and N Ltd (In Administration) v Royal and Sun Alliance Plc, and others ChD 9-May-2003 T and N had … Continue reading T and N Ltd and Others, In the Matter of the Insolvency Act 1986: ChD 21 Dec 2005
The court was asked as to the interrelationship of the statutory schemes relating to the protection of employees’ pensions and to corporate insolvency. Held: Liabilities which arose from financial support directions or contribution notices issued by the Pensions Regulator under the 2004 Act after the company had gone into administration, which required the company to … Continue reading In re Nortel Companies and Others: SC 24 Jul 2013
The Administrators sought directions in relation to the treatment of redundancy payments which will be due if the Administrators terminate the contracts of certain employees of the Companies. Held: The liability of administrators to pay out for redundancy of unfair dismissal claims by employees during the period of administration was not a proper expense of … Continue reading Allders Department Stores Limited (In Administration) -In the Matter of the Insolvency Act 1986: ChD 16 Feb 2005
The court considered the case of Glenister and similar and said: ‘I accept the submission that these cases are not in point to the issue as regards future asbestos claims. There is no element of discretion as regards such claims. If the ingredients of the tort of negligence . . are established, the claimants are … Continue reading In re T and N Ltd and Others, Re Insolvency Act 1986: ChD 14 Dec 2005
The respondent council had failed to allocate a university student grant to the claimant and the principle was directed at the duty of that authority to state clearly the reasons for its refusal and the particular factors that had been taken into consideration for the purpose. Held: When a challenge is made in court to … Continue reading Regina v Lancashire County Council ex parte Huddleston: CA 1986
The tribunal de police de Paris sought a preliminary ruling in criminal proceedings against the executives of airlines and travel agencies, who were charged with infringing the French Civil Aviation Code when selling air tickets by applying tariffs that were different from the approved tariffs. According to the French Code, all airlines had to submit … Continue reading Criminal Proceedings against Asjes and Others, Gray And Others, Maillot and Others And Ludwig And Others.: ECJ 30 Apr 1986
ECJ Social policy – approximation of laws – transfers of undertakings – safeguarding of employees’ rights – Directive no 77/187 – transfer – meaning(Council Directive no 77/187, art. 1(1).The expression’ transfer of an undertaking, business or part of a business to another employer’ in article 1(1) of directive no 77/187 envisages the case in which … Continue reading Spijkers v Gebroeders Benedik Abattoir: ECJ 18 Mar 1986
There had been an expropriation by Spanish decrees of shares in a Spanish company whose English subsidiary had rights in trade marks which it had sold to a Jersey company. The Spanish and English companies sought certain relief in relation to the trade marks, but the dispossessed proprietors sought to argue that the Spanish decrees … Continue reading Williams and Humbert Ltd v W and H Trade Marks (Jersey) Ltd: HL 1986
Lloyd LJ said that it has usually been regarded as axiomatic that planning consent cannot be bought or sold. Conditions requiring off-site roadway benefits were unreasonable and it was suggested that it would make no difference if they were included in a section 106 agreement. The developer’s agreement is a significant factor (albeit not automatically … Continue reading Bradford City Metropolitan Council v Secretary of State for the Environment: CA 1986
The plaintiffs complained of the whole of one article and parts of two other articles published about them in The Observer. The defamatory sting was that Mr Asil Nadir (the fourth plaintiff) had deceived or negligently misled shareholders, investors, and members of the general public as to the operation of the first three plaintiffs, which … Continue reading Polly Peck PLC v Trelford: CA 1986
The claimant had paid a dividend to its parent company. The claimant’s case was that the payment was in contravention of sections 39 and 43 of the Companies Act 1980, as there were no available profits at the time, and so were ultra vires the claimant. It sued the parent company and the two directors … Continue reading Precision Dippings Ltd v Precision Dippings Marketing Ltd: 1986
The court has jurisdiction to order the public examination of a company director in in a compulsory liquidation about the affairs of the company, even though he might not be within the jurisdiction. The court found no reasons of comity which would prevent those who voluntarily were officers or otherwise participated in the formation or … Continue reading In Re Seagull Manufacturing Co Ltd (In Liquidation); Tucker: CA 22 Feb 1993
Forum Non Conveniens Restated The House reviewed the authorities on the principle of forum non conveniens and restated how to apply the principle where the defendant seeks a stay of proceedings on the ground that there is another more appropriate forum. Held: ‘In the result, it seems to me that the solution of disputes about … Continue reading Spiliada Maritime Corporation v Cansulex Ltd, The Spiliada: HL 1986
A couple were not married but lived together in Vincent Farmhouse in which the plaintiff claimed a beneficial interest on separation. The female partner was told by the male partner that the only reason for not acquiring the property in joint names was because she was involved in divorce proceedings and that, if the property … Continue reading Grant v Edwards and Edwards: CA 24 Mar 1986
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
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
The plaintiff company had guaranteed borrowings, using powers within the memorandum of association, but for purposes which were held to be improper, because they were not in the interests of the plaintiff company itself. One issue was whether the receiver of the company could assert the invalidity of the transactions as against the defendant companies … Continue reading Rolled Steel Products (Holdings) Ltd v British Steel Corporation and Others: CA 1986
Application on behalf of the administrators seeking a declaration relating to the centre of main interests (‘COMI’) for each of the companies. Birss J [2015] EWHC 121 (Ch) Bailii Insolvency Act 1986 SchB1 68(2) England and Wales Insolvency Updated: 27 December 2021; Ref: scu.541757
T and N had exposure to asbestosis claims; these claims were insured by Lloyd’s but on terms that if payments were to be made, T and N should make certain reimbursements to Lloyd’s. T and N then insured with a captive company known as Curzon their liability to make such reimbursements. Lloyd’s called on T … Continue reading T and N Limited, Associated Companies of T and N Ltd (In Administration) v Royal and Sun Alliance Plc, and others: ChD 9 May 2003
‘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
Weighing Interest of Seeker of Judicial Review The court recast in simpler language the provision in section 75 empowering the Secretary of State to make a merger reference to the Commission: ‘where it appears to him that it is or may be the fact that arrangements are in progress or in contemplation which, if carried … Continue reading Regina v Monopolies and Mergers Commission, ex parte Argyll Group plc: CA 14 Mar 1986
Not Homeless Even if Accomodation Inadequate The applicants, a married couple, lived with a young child and later also a baby in one room of a guest house. They were given breakfast but had no cooking or washing facilities. They succeeded on a judicial review of the housing authority’s decision that they had accommodation. They … Continue reading Regina v Hillingdon London Borough Council Ex parte Puhlhofer: HL 2 Jan 1986
The company sought its restoration to the Register of Companies, and a backdating of the winding up. . .
The applicants complained that on the nationalisation of their interests under the 1977 Act, the compensation awarded had been inadequate and did not reflect their true value.
Held: Convention jurisprudence permits a proportionate restriction . .
The Court gave directions indicating an intention to take greater control over applications for disqualification of Directors. . .
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 . .
The plaintiff had obtained an Anton Piller order against a defendant whose business consisted almost entirely in the manufacture and sale of pirated videos.
Held: The injunction had been obtained for an improper purpose and without full . .
Application to appoint new liquidators . .
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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
In a petition for unfair prejudice in relation to company activities, an application for dismissal for want of authority may not be struck out for delay. Citations: Gazette 26-Feb-1998, Times 27-Feb-1998 Statutes: Companies Act 1986 459 Jurisdiction: England and Wales Company Updated: 25 July 2022; Ref: scu.82092
Petition praying for (amongst other relief):1.1 The restoration of The People’s Restaurant Group Limited (‘the Company’) to the Register of Companies. 1.2 Its winding-up to take effect retrospectively from 24 June 2010. 1.3 The suspension of any limitation period between the date of its dissolution and the date of determination of the Petition for any … Continue reading Re The People’s Restaurant Group Ltd: ChD 30 Nov 2012
The Rules of the Supreme Court indicate that save when permitted under the rules, documents on the court file are not intended to be inspected or copied. There is no common law right to obtain access to a document filed in proceedings and held as part of a court record. The Rules of the Supreme … Continue reading Dobson v Hastings: 1992
That the same rules apply to time limits for prosecution of a company as for others, for summary offences, did not apply to either way offences tried summarily. Times 09-Dec-1997, Gazette 17-Dec-1997, [1997] EWHC Admin 1045 Magistrates Courts Act 1980 127, Companies Act 1986 731(2) England and Wales Criminal Practice, Company Updated: 03 January 2022; … Continue reading Regina v Thames Magistrates’ Court ex parte Horgan: Admn 25 Nov 1997
The company was said to have acted in breach of section 2(1) of the1982 Act. Held: A Minister’s application to wind up companies in the public interest must be cogently argued. Insurance authorisation depends on where the effecting and carrying out of contracts of insurance occurs. The purpose of the addition of the words ‘as … Continue reading In Re A Company No 007816 of 1994, Same Re 007818, 007819, 007820, etc: ChD 13 Oct 1995
Judges: Insolvency and Companies Court Judge Jones Citations: [2020] EWHC 1751 (Ch) Links: Bailii Statutes: Company Directors Disqualification Act 1986 Jurisdiction: England and Wales Company, Commercial Updated: 31 December 2022; Ref: scu.652325
In appointing the administrators, the wrong form had been used. The court was asked to use its powers to cure the mistake. The failure to file the correct form was overlooked, with the result that one of the prerequisites of an appointment taking effect under paragraph 31 remained unsatisfied. However, the administration was carried on … Continue reading In re G-Tech Construction Limited: ChD 29 Sep 2005
The plaintiff sought damages for breach of contract, for negligence, breach of fiduciary duty and deceit and conspiracy. It sought a world-wide injunction. Held: A freezing order (Mareva injunction) can be made in respect of assets which were outside the jurisdiction. To meet the court’s concerns about the risk of oppression to the defendant arising … Continue reading Derby and Co Ltd v Weldon: CA 2 Jan 1989
The court was asked to pierce the veil of incorporation of a company in the course of ancillary relief proceedings in a divorce. H had failed to co-operate with the court. After a comprehensive review of all the authorities, Munby J said: ‘The common theme running through all the cases in which the court has … Continue reading Ben Hashem v Ali Shayif and Another: FD 22 Sep 2008
Two shareholders held more than 90% of the issued shares of the company. To get rid of the holder of the remaining shares, they incorporated another company for the purpose of acquiring all the shares of the company. The acquiring company offered to purchase the company’s shares at a proper value. The majority shareholders accepted … Continue reading Re Bugle Press Ltd: ChD 1961
Allegation that the payment of dividends was in breach of Part 23 of the 2006 Act. The direcors had signed the necessary certificate as to solvency before resolving to reduce the company capital and paying a dividend. Held: When making such a statement, the directors were not being asked what would be the position if … Continue reading BTI 2014 Llc v Sequana Sa and Others: ChD 11 Jul 2016
The claimant sued for breach of trust. The action was re-instated after being struck out for want of prosecution, but in the meantime the defendant had been made bankrupt and then discharged from bankruptcy. An order for costs was then made which the claimant now sought to enforce. Held: The possibility of a future costs … Continue reading Glenister v Rowe: CA 21 Apr 1999
The petitioner had had in practice control of the company as chairman and though he owned only 25% of the shares. His own company loaned andpound;200,000 to the company as working capital. He complained that he had been removed as a director. Held: The company was to be treated as a quasi-partnership. As long as … Continue reading Re Haden Bill Electrical Ltd: 1995
Application for directions by the officeholders (in five cases joint administrators, and in the other five cases, joint liquidators) of companies that were formerly licensed under the Electricity Act 1989 (‘EA 1989’) and the Gas Act 1986 (‘GA 1986’) to supply electricity and gas to domestic customers in the UK. Judges: Mr Justice Zacaroli Citations: … Continue reading Croxen and Others v Gas and Electricity Markets Authority and Others: ChD 11 Nov 2022
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
The claimant bank said that it had been induced to create very substantial lending facilities by fraudulent misrepresentation by the defendants. They now appealed against findings that England was not clearly or distinctly the appropriate forum for resolution of VTB’s tort claims, and nor that there was a proper basis for piercing the corporate veil. … Continue reading VTB Capital Plc v Nutritek International Corp and Others: SC 6 Feb 2013
A limited company is not a trustee of its funds, but their beneficial owner. However, the fiduciary character of the duties of its directors mean that they are treated as if they were trustees of those funds of the company which are in their hands or under their control, and if they misapply them they … Continue reading Re Lands Allotment Company: CA 1894
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
Application by the Company and its liquidator seeking declarations in relation to certain payments, pursuant to section 212 of the Insolvency Act 1986 and consequential orders against the First Respondent and the Second Respondent, both of whom were directors and shareholders of the Company. Judges: Insolvency and Companies Court Judge Burton Citations: [2021] EWHC 1006 … Continue reading Baker (Liquidator of TMG Brokers Limited) v Staines and Another: ChD 23 Apr 2021
In fulfilling this personal fiduciary responsibility, a director is entitled to rely upon the judgment, information and advice of a fellow director whose integrity skill and competence he has no reason to suspect. Earl of Halsbury LC said ‘The business of life could not go on if people could not trust those who are put … Continue reading Dovey and The Metropolitan Bank (of England and Wales), Limited v Cory: HL 1901
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 company sought to claim under a life policy. The deceased had died in Scotland insolvent. The trustee of the policy had declared that he held it on trust for the claimant, but the defendant, the judicial factor of the estate, said the declaration of trust was ineffective as a transaction at an undervalue. The … Continue reading Ramlort Ltd v Michael James Meston Reid: CA 8 Jul 2004
The claimant had produced the Star War films which made use of props, in particular a ‘Stormtrooper’ helmet designed by the defendant. The defendant had then himself distributed models of the designs he had created. The appellant obtained judgment against the respondent in the US for punitive damages, but these had not been collected, and … Continue reading Lucasfilm Ltd and Others v Ainsworth and Another: SC 27 Jul 2011
The claimants had made several Star Wars films for which the defendants had designed various props items. The parties disputed ownership of the rights in the designs, and in articular of a stormtrooper helmet. The issues came down to whether the defendant had rights to reproduce images under sections 51 and 52. The claimants appealed … Continue reading Lucasfilm Ltd and Others v Ainsworth and Another: CA 16 Dec 2009
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
Reasons for four companies being wound up in the public interest. Judges: ICC Judge Barber Citations: [2022] EWHC 2734 (Ch) Links: Bailii Statutes: Insolvency Act 1986124A Jurisdiction: England and Wales Insolvency Updated: 03 November 2022; Ref: scu.682272
Creditor’s application for annulment of bankruptcy Judges: Judge Agnello KC Deputy Insolvency and Companies Court Citations: [2022] EWHC 2683 (Ch) Links: Bailii Statutes: Insolvency Act 1986 282(1)(a) Jurisdiction: England and Wales Insolvency Updated: 31 October 2022; Ref: scu.682226
It was claimed that a loan to the employee from a customer of the employer coupled with an exclusive supply agreement by the employee as and when the competing business becomes operative was in breach of an non-compete clause. Held: The injunction was granted. It was not incumbent on an employer to point out to … Continue reading Lancashire Fires Ltd v S A Lyons and Co Ltd: CA 1996
The administrators of a company are deemed to have accepted the employees who had been kept on after 14 days. A letter from them denying that they would accept them as employees, was insufficient to prevent adoption of the contracts. Citations: Independent 22-Mar-1994, Gazette 08-Jun-1994, Gazette 20-Apr-1994, Times 01-Mar-1994, Ind Summary 14-Mar-1994 Statutes: Insolvency Act … Continue reading Powdrill and Another v Watson and Another: CA 1 Mar 1994
A court may make a pre-emptive award of costs to pension fund members who wished to sue the trustees. Hoffmann LJ said: ‘if one looks at the economic relationships involved, there does seem to me to be a compelling analogy between a minority shareholder’s action for damages on behalf of the company and an action … Continue reading McDonald and Others v Horn and Others: CA 8 Aug 1994
The word ‘and’ in sections 423(2)(a) and 423(2)(b) is to be read conjunctively not disjunctively. Section 238(3) is to be interpreted as requiring restoration of the former position ‘as far as possible’ or ‘as far as practicable’, and that accordingly subsequent events were not an absolute bar against setting aside the sale. Nourse LJ: ‘The … Continue reading Chohan v Saggar and Another: CA 27 Dec 1993
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
The applicant had been subject to company director disqualification proceedings. Eventually he gave an undertaking not to act as a company director, but then succeeded at the ECHR in a complaint of delay. He now sought release from his undertaking in the light of the ECHR judgment. Held: The appeal was dismissed. The decision of … Continue reading Eastaway v Secretary of State for Trade and Industry: CA 10 May 2007
Judges: Insolvency and Companies Court Judge Jones Citations: [2022] EWHC 2503 (Ch) Links: Bailii Statutes: Company Directors Disqualification Act 1986 6 Jurisdiction: England and Wales Company Updated: 20 October 2022; Ref: scu.681466
Whether members of a limited liability partnership with no management involvement were subject to the disqualification procedures of the 1986 Act. Judges: Mr Justice Michael Green Citations: [2021] EWHC 672 (Ch) Links: Bailii Statutes: Limited Liability Partnership Regulations 2001, Company Directors Disqualification Act 1986, Companies Act 2006 Jurisdiction: England and Wales Company Updated: 08 October … Continue reading The Secretary of State for Business, Energy and Industrial Strategy v Geoghegan and Others: ChD 23 Mar 2021
The Court considered a Director’s duty to act in the interests of his company’s creditors. The Directors were said to have paid out an excessive dividend to put assets beyond the reach of its creditors. Judges: Longmore, David Richards, Henderson LJJ Citations: [2019] EWCA Civ 112, [2019] 2 All ER (Comm) 13, [2019] BCC 631, … Continue reading BTI 2014 Llc v Sequana SA and Others: CA 6 Feb 2019
While a section 75 petition proceeded it is of great importance to preserve the status quo, to hold the ring, to ensure that the assets remained undiluted, undiverted and properly administered; so that, if the court came to the conclusion, as it frequently does, or if the parties reached a sensible decision that one should … Continue reading In re a Company: ChD 1985
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 Secretary of State sought a disqualification order. The director argued that one shoul not be made in the absence of some breach of legal duty, some dishonesty should be shown. Held: The answer was a mixture of fact and law. A breach of duty alone was neither necessary nor sufficient. Unfitness by reason of … Continue reading The Secretary of State for Trade and Industry v Goldberg, Mcavoy: ChD 26 Nov 2003
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
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
‘These appeals raise important and difficult questions posed by the impact of legislation for the protection of pension funds upon companies which are undergoing an insolvency process.’ Judges: Laws, Lloyd, Rimer LJJ Citations: [2011] EWCA Civ 1124, [2012] BCC 83, [2012] 1 BCLC 248, [2012] BCLC 248, [2012] 1 All ER 1455, [2012] Bus LR … Continue reading Bloom and Others v The Pensions Regulator and Others; In re Nortel GMBH (in administration: CA 14 Oct 2011
The appellants had been directors of a company which fell into difficulties. A new company was begun, and traded, and the other continued for a year before being wound up by a landlord. The lease was disclaimed. Only the landlord lost out. He claimed that the directors had continued to trade with intent to defraud. … Continue reading Morphitis v Bernasconi and others: CA 5 Mar 2003
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
Parties said that assets of the insolvent company were held by it in trust for them. Held: The court had no jurisdiction to sanction a scheme of arrangement proposed by the administrators between the company and former clients who had proprietary interests in the assets held by the company or on its behalf. Judges: Blackburne … Continue reading Lehman Brothers International (Europe) (No 2), Re: ChD 21 Aug 2009
The court considered the inability to create a floating charge over a company’s assets in Scots law. It was conceded that a company registered in Scotland could not create a valid and effectual floating charge over its assets in Scotland, but it was contended that it had done so over its assets in England. This … Continue reading Carse v Coppen: IHCS 8 Dec 1950
The House was asked: what is meant by the word property in a floating charge and in section 53(7) of the 1986 Act which provides for the effect of the appointment of a receiver by the holder of such a charge in the following terms: ‘(7) On the appointment of a receiver under this section, … Continue reading Sharp and Others v Woolwich Building Society: HL 6 Feb 1997
The claimant alleged complicity by the defendant, (now former) Foreign Secretary, in his mistreatment by the US while held in Libya. He also alleged involvement in his unlawful abduction and removal to Libya, from which had had fled for political persecution. The defendants now appealed from rejection of the defendants’ claim to state immunity and … Continue reading Belhaj and Another v Straw and Others: SC 17 Jan 2017
Judges: The Honourable Mr Justice Patten Citations: [2004] EWHC 2448 (Ch) Links: Bailii Jurisdiction: England and Wales Citing: See Also – T and N Limited, Associated Companies of T and N Ltd (In Administration) v Royal and Sun Alliance Plc, and others ChD 9-May-2003 T and N had exposure to asbestosis claims; these claims were … Continue reading Alexander Forbes Trustee Services Limited and Another v Jackson and Others: ChD 2 Nov 2004
When exercising his powers to order a company director to be disqualified under the Act, the judge should be explicit that the order applied to all the categories of companies listed in the section. There was no power to limit the disqualification, for example to acting as a director of private or of public companies. … Continue reading Regina v Ward; Regina v Howarth: CACD 10 Aug 2001
The taxpayer appealed against a decision confirming the Commissioners’ power to impose a penalty on him. It was said that his solicitors’ firm had negligently understated its profits. A settlement was proposed allowing a withdrawal of the return, which the claimant said was inconsistent with a penalty. Held: There had been no error of law … Continue reading Stockler v HM Revenue and Customs: ChD 22 Sep 2009
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 parties disputed whether the respondent was in law insolvent at the time it entered into financial transactions with it. Held: The Court rejected the Noteholders’ submission that Eurosail was plainly insolvent for the purposes of section 123(2) as applied, relying on four points. First, Eurosail’s claims in the insolvencies of other companies, though not … Continue reading BNY Corporate Trustee Services Ltd v Eurosail-UK 2007-3BL Plc and Others: ChD 30 Jul 2010
For several years, the company had paid dividends drawn against false accounts, and paid them to the directirs as shareholders. When in insolvent liquidation, the copany sued thosee directors for the return of all the dividends wrongly paid out. Held: Sir George Jessel MR and Brett LJ held unequivocally that the dividends were recoverable in … Continue reading Re Exchange Banking Co, Flitcroft’s Case: CA 1882
‘The administrators of 14 companies in the Lehman Brothers group apply for directions as to the potential liabilities of those companies to make payments to or for the benefit of the Lehman Brothers Pension Scheme (the scheme) established principally for the benefit of persons employed by Lehman Brothers Limited (LBL) but seconded to work for … Continue reading Re Storm Funding Ltd: ChD 18 Dec 2013
The Court was asked as to an assignment to a creditor of all rights to and choses in action relating to or in any way arising out of or in connection with an action against a secured creditor. The rights purportedly assigned included the right to assert that certain dispositions of the company’s property after … Continue reading In re Ayala Holdings Ltd (No 2): ChD 1996
On the winding up of the company, there had unexpectedly been a surplus of assets after payment of all debts. The court was now asked to determine claims to be allowed before a distribution was made. Held: The court made declarations as follows: ‘i) The claims of LBHI2 under its subordinated loan agreements with LBIE … Continue reading Re Lehman Brothers International (Europe) and Others: ChD 14 Mar 2014
Applications for directions by the administrators of twenty companies in two groups, all raising the same common questions as to the effect of the Financial Support Direction regime created by the Pensions Act 2004 upon companies in administration or insolvent liquidation.Briggs J said that Lord Hoffmann’s speech in Toshoku established as ‘a general rule’ that: … Continue reading Bloom and Others v The Pensions Regulator (Nortel, Re): ChD 10 Dec 2010
The claimant journalist sought disclosure of papers acquired by the respondent in its conduct of enquiries into the charitable Mariam appeal. The Commission referred to an absolute exemption under section 32(2) of the 2000 Act, saying that the exemption continued until the papers were destroyed, or for 20 years under the 1958 Act. Held: The … Continue reading Kennedy v The Charity Commission: SC 26 Mar 2014
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 debtor had agreed to buy a company from the petitioner, the price to be payable in instalments by means of post-dated cheques. The debtor alleged misrepresentation and stopped one of the cheques. The petitioner served a statutory demand based on the dishonoured cheque. The district judge dismissed the debtor’s application to set aside the … Continue reading Hofer v Strawson: ChD 31 Mar 1999
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
Goff J discussed the criterion for admissibility of evidence:’If one rejects the bare relevance test, as I have done, then what has to be shown prima facie is not merely that there is a bona fide and reasonably tenable charge of crime or fraud but a prima facie case that the communications in question were … Continue reading Butler v Board of Trade: ChD 1970
