Search Results for: Companies Act 2006 994

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West Coast Capital (Lios) Ltd, Re an Order Under Section 994 of the Companies Act 2006: SCS 15 May 2008

‘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

Thomas Witter v TBP Industries Ltd: ChD 15 Jul 1994

An award of damages for misrepresentation required that there had at some time been a right of rescission, not necessarily a continuing right to rescind. An acknowledgement of non-reliance clause has become a common part of modern commercial contracts. An entire agreement clause limits the terms of the parties’ agreement to their written agreement and … Continue reading Thomas Witter v TBP Industries Ltd: ChD 15 Jul 1994

Fulham Football Club Ltd v Cabra Estates plc: CA 1994

Fulham, as lessees of Craven Cottage, agreed with CABRA, a developer, who had applied for planning permission to redevelop the ground, shortly before a public inquiry which had been set up to consider the planning application; and also a proposal by the local authority (which Fulham FC had supported) for the making of a compulsory … Continue reading Fulham Football Club Ltd v Cabra Estates plc: CA 1994

Norwich Union Insurance Ltd v Meisels and Another: QBD 9 Nov 2006

The claimants sought payment for water damage under their policies. The insurer alleged non-disclosure. The judge had found the claimants to be honest, and criticised the defendants witnesses. The claimants had been involved in companies which had been in insolvent liquidation, but the proposal from did not raise the issue. Was the non-disclosure material? Held: … Continue reading Norwich Union Insurance Ltd v Meisels and Another: QBD 9 Nov 2006

Transfield Shipping Inc of Panama v Mercator Shipping Inc of Monrovia: ComC 1 Dec 2006

The owners made substantial losses after the charterers breached the contract by failing to redliver the ship on time as agreed. Held: On the facts found the Owners’ primary claim is not too remote. To the knowledge of the Charterers, it was accepted as a hazard of late redelivery that the vessel would miss her … Continue reading Transfield Shipping Inc of Panama v Mercator Shipping Inc of Monrovia: ComC 1 Dec 2006

Islamic Republic of Pakistan v Zardari and others: ComC 6 Oct 2006

The claimant alleged that the defendants had funded the purchase of various properties by secret and unlawful commissions taken by them whilst in power in Pakistan. They sought to recover the proceeds. They now sought permission to serve proceedings on the defendant companies abroad, outside a Lugano Convention country. Held: The claim should proced. ‘There … Continue reading Islamic Republic of Pakistan v Zardari and others: ComC 6 Oct 2006

Sainsbury’s Supermarkets Ltd v HM Courts Service (South West Region, Devon and Cornwall Area) and others: Admn 14 Jun 2006

The defendants sought judicial review of decisions by magistrates to substitute out of time properly named companies as defendants in cases under the 1990 Act. Held: The court had repeated the error made in the Marco case, by substituting as a defendant a party not before the court. The effect of the district judge’s decision … Continue reading Sainsbury’s Supermarkets Ltd v HM Courts Service (South West Region, Devon and Cornwall Area) and others: Admn 14 Jun 2006

Rhone-Poulenc Rorer International Holdings Inc and Another v Yeda Research and Development Co Ltd: ChD 16 Feb 2006

The patent application had been presented to the European Patent Office and granted only after 13 years. The claimant now appealed refusal to allow amendment of its claim to allow a claim in its sole name. The defendant argued that it was out of time. Held: The appeal succeeded: ‘ the long-standing rule of practice … Continue reading Rhone-Poulenc Rorer International Holdings Inc and Another v Yeda Research and Development Co Ltd: ChD 16 Feb 2006

Fulham Leisure Holdings Ltd v Nicholson Graham and Jones: ChD 14 Feb 2006

The defendant solicitors were being sued for professional negligence. The claimants had taken legal advice after termination of the retainer which led to the present action, and sought to rely upon part of counsel’s opinion. The defendants sought full disclosure of the papers relating to the advice. Held: The court would order further limited disclosure … Continue reading Fulham Leisure Holdings Ltd v Nicholson Graham and Jones: ChD 14 Feb 2006

L’Oreal Sa and others v Bellure NV and others: ChD 4 Oct 2006

The claimant alleged that the defendants had been importing copies of their perfumes. The products were not counterfeits, but ‘smell-alikes’. The defendants’ packaging and naming was used to suggest which perfume it resembled. Held: The claimant’s expert survey evidence was defective in several ways, but even so there was no evidence of confusion under the … Continue reading L’Oreal Sa and others v Bellure NV and others: ChD 4 Oct 2006

Z Bank v DI: ChD 1994

A company in contempt of court may have acted with a greater or lesser degree of culpability and the court has a discretion to impose punishment commensurate with that culpability, although some penalty is likely to be appropriate unless the contempt has been casual or accidental or unintentional or subsequently purged, but ‘That, however, does … Continue reading Z Bank v DI: ChD 1994

Regina v Greater Manchester Justices Ex Parte Aldi Gmbh and Co Kg; Aldi Gmbh v Mulvenna: QBD 28 Dec 1994

The substitution of a defendant in a case before the magistrates was challengeable where it was not a mere mistake in the name of the defendant. The wholesalers who should have been named had been in correspondence for some time with the prosecutor and had failed to point out the error until shortly before the … Continue reading Regina v Greater Manchester Justices Ex Parte Aldi Gmbh and Co Kg; Aldi Gmbh v Mulvenna: QBD 28 Dec 1994

Pan Atlantic Insurance Co Ltd and Another v Pine Top Insurance Co Ltd: HL 27 Jul 1994

The plaintiff had written long term (tail) insurance. The defendant came to re-insure it. On a dispute there were shown greater losses than had been disclosed, and that this had been known to the Plaintiff. Held: ‘material circumstance’ which would require disclosure under the Act are such circumstances as would affect an insurer’s mind. Did … Continue reading Pan Atlantic Insurance Co Ltd and Another v Pine Top Insurance Co Ltd: HL 27 Jul 1994

Henderson v Merrett Syndicates Ltd: HL 25 Jul 1994

Lloyds Agents Owe Care Duty to Member; no Contract Managing agents conducted the financial affairs of the Lloyds Names belonging to the syndicates under their charge. It was alleged that they managed these affairs with a lack of due careleading to enormous losses. Held: The assumption of responsibility principle enunciated in Hedley is not confined … Continue reading Henderson v Merrett Syndicates Ltd: HL 25 Jul 1994

HM Customs and Excise v Barclays Bank Plc: HL 21 Jun 2006

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

Deutsche Morgan Grenfell Group Plc v Inland Revenue and Another: HL 25 Oct 2006

The tax payer had overpaid Advance Corporation Tax under an error of law. It sought repayment. The revenue contended that the claim was time barred. Held: The claim was in restitution, and the limitation period began to run from the date when the claimants discovered their mistake. The appellants had submitted that section 33 of … Continue reading Deutsche Morgan Grenfell Group Plc v Inland Revenue and Another: HL 25 Oct 2006

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Homes of England Ltd v Horsham Holdings Ltd and Others: ChD 4 May 2020

The Petitioner sought an interim order restraining the Respondents until trial of its petition under s.994 of the Companies Act 2006 from paying out the sum of pounds 500,000, currently held in a solicitors’ client account, to any of the Respondents other than the First Respondent. It also seeks a further order preventing the First … Continue reading Homes of England Ltd v Horsham Holdings Ltd and Others: ChD 4 May 2020

Gill v Thind and Others: ChD 14 Nov 2022

Trial, as to liability only, of a Part 7 Claim and an associated Section 994 Petition. Judges: Mr David Halpern KC Sitting as a High Court Judge Citations: [2022] EWHC 2872 (Ch) Links: Bailii Statutes: Companies Act 2006 994 Jurisdiction: England and Wales Company Updated: 23 November 2022; Ref: scu.682843

Heywood v Freakley and Others: ChD 2 Nov 2022

Judges: Mr Justice Fancourt Vice-Chancellor of the County Palatine of Lancaster Citations: [2022] EWHC 2762 (Ch) Links: Bailii Statutes: Companies Act 2006 994 Jurisdiction: England and Wales Company Updated: 18 November 2022; Ref: scu.682336

Norris and Others v Dooley: ChD 2 Dec 2021

Appeal from share valuation Judges: The Honourable Mr Justice Marcus Smith Citations: [2021] EWHC 3656 (Ch) Links: Bailii Statutes: Companies Act 2006 994 Jurisdiction: England and Wales Company, Damages Updated: 17 November 2022; Ref: scu.682845

Croly v Good and Others: ChD 8 Jan 2010

The claimant sought relief, alleging unfairly prejudicial conduct of a company by the defendant. Judges: Cooke J Citations: [2010] EWHC 1 (Ch), [2011] BCC 105, [2010] 2 BCLC 569 Links: Bailii Statutes: Companies Act 2006 994 Jurisdiction: England and Wales Company Updated: 31 October 2022; Ref: scu.392878

Re Compound Photonics Group Ltd: CA 21 Oct 2022

Judges: Lord Justice Newey Lady Justice Carr And Lord Justice Snowden Citations: [2022] EWCA Civ 1371 Links: Bailii Statutes: Companies Act 2006 994 Jurisdiction: England and Wales Company Updated: 26 October 2022; Ref: scu.682060

Isaac v Tan and Another: ChD 29 Jul 2022

Judges: Mr Justice Adam Johnson Citations: [2022] EWHC 2023 (Ch) Links: Bailii Statutes: Companies Act 2006 994 Jurisdiction: England and Wales Company Updated: 23 August 2022; Ref: scu.679833

Hussain v Hussain and Others: ChD 19 Jul 2022

Judges: Chief Insolvency and Companies Court Judge Brigggs Citations: [2022] EWHC 1880 (Ch) Links: Bailii Statutes: Companies Act 2006 994 Jurisdiction: England and Wales Company Updated: 21 August 2022; Ref: scu.679610

Metson v Metson and Others: ChD 26 Jul 2022

Judges: Ashley Greenbank (Sitting as a Deputy Judge of the High Court) Citations: [2022] EWHC 1988 (Ch) Links: Bailii Statutes: Companies Act 2006 994 Jurisdiction: England and Wales Company Updated: 19 August 2022; Ref: scu.679698

Sharafi and Another v Woven Rugs Ltd and Others: ChD 24 Feb 2010

Shareholders sought relief for unfairly prejudicial conduct by the majority shareholder. Judges: David Richards J Citations: [2010] EWHC 230 (Ch) Links: Bailii Statutes: Companies Act 2006 994 Jurisdiction: England and Wales Citing: See Also – Re Woven Rugs Ltd ChD 2002 . . Lists of cited by and citing cases may be incomplete. Company Updated: … Continue reading Sharafi and Another v Woven Rugs Ltd and Others: ChD 24 Feb 2010

Boughtwood v Oak Investment Partners XII Ltd: CA 28 Jan 2010

The claimant had alleged unfair prejudice in the conduct of the business. The court considered an appeal on the valuation of the shares ordered to be purchased. Judges: Rix, Moses, Rimer LJJ Citations: [2010] EWCA Civ 23, [2010] 2 BCLC 459 Links: Bailii Statutes: Companies Act 2006 994 Jurisdiction: England and Wales Cited by: Cited … Continue reading Boughtwood v Oak Investment Partners XII Ltd: CA 28 Jan 2010

Xie v Meng and Others: ChD 20 Jul 2022

Judges: ICC Judge Prentis Citations: [2022] EWHC 1819 (Ch) Links: Bailii Statutes: Companies Act 2006 994 Jurisdiction: England and Wales Company Updated: 09 August 2022; Ref: scu.679613

O’Donnell v Shanahan and Another: CA 22 Jul 2009

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

Sethi v Patel and Another: ChD 19 Jul 2010

The petitioner alleged unfair prejudice in the management of the company and sought an order for the respondents to purchase his shares. Judges: Newey J Citations: [2010] EWHC 1830 (Ch) Links: Bailii Statutes: Companies Act 2006 994 Jurisdiction: England and Wales Company Updated: 21 July 2022; Ref: scu.420966

Bridgen v Bridgen and Others: ChD 29 Mar 2022

Judges: His Honour Judge Rawlings (Sitting as a High Court Judge) Citations: [2022] EWHC 1028 (Ch) Links: Bailii Statutes: Companies Act 2006 994(a) Jurisdiction: England and Wales Company Updated: 14 July 2022; Ref: scu.678725

Oberman v Collins and Another: ChD 21 Dec 2020

Proceedings brought for a declaration that the claimant is beneficially entitled to 50% of a number of properties held by the Defendants either under a common intention constructive trust or a partnership and for relief under sections 994 and 996 of the Companies Act 2006 on the grounds of unfair prejudice. Judges: Tom Leech QC … Continue reading Oberman v Collins and Another: ChD 21 Dec 2020

Smith v Smith and Another: ChD 6 May 2022

Unfair prejudice petition Judges: HHJ Mark Cawson QC Citations: [2022] EWHC 1035 (Ch) Links: Bailii Statutes: Companies Act 2006 994 995 996 Jurisdiction: England and Wales Company Updated: 28 May 2022; Ref: scu.677547

Odutola v Hart and Others: ChD 30 Jul 2018

Post judgment issues after rejection of unfair prejudice petition. Judges: Sarah Worthington QC HHJ Citations: [2018] EWHC 2260 (Ch) Links: Bailii Statutes: Companies Act 2006 994 Jurisdiction: England and Wales Company Updated: 07 April 2022; Ref: scu.655448

Brett v Migration Solutions Holdings Ltd and Others: ChD 11 Mar 2016

Petition brought under section 994 of the Companies Act 2006 in which the petitioner, Mr Brett, claims that he has been the victim of unfair conduct by the majority shareholders in Migration Solutions Holdings Ltd and sought an order that they pay a proper value for his shareholding at a value determined by the court. … Continue reading Brett v Migration Solutions Holdings Ltd and Others: ChD 11 Mar 2016

Flanagan v Liontrust Investment Partners Llp and Others: ChD 24 Jul 2015

Trial of liability issues in an ‘unfair prejudice’ petition under section 994 of the Companies Act 2006 brought by Mr Flanagan in relation to the affairs of a limited liability partnershipHenderson J said: ‘Although it makes good sense in many contexts to talk of the ‘share’ or ‘interest’ of a member in an LLP, and … Continue reading Flanagan v Liontrust Investment Partners Llp and Others: ChD 24 Jul 2015

Arbuthnott v Bonnyman and Others: CA 20 May 2015

Appeal from refusal of unfair prejudice petition.After listing cases: ‘I would extract from them the following principles: (1) The limitations on the exercise of the power to amend a company’s articles arise because, as in the case of all powers, the manner of their exercise is constrained by the purpose of the power and because … Continue reading Arbuthnott v Bonnyman and Others: CA 20 May 2015

Kohli v Lit and Others: ChD 13 Nov 2009

The claimant asserted that the other shareholders had acted in a manner unfairly prejudicial to her within the company. Held: The claimant was allowed to bring in without prejudice correspondence to contradict evidence by the defendant which amounted to an implied waiver of the rule. Considering the evidence some elements of unfair prejudice had been … Continue reading Kohli v Lit and Others: ChD 13 Nov 2009

Ferster v Ferster and Others: CA 12 Jul 2016

Appeal from a decision allowing an application by the respondent to amend his petition under the unfair prejudice provisions of te 2006 Act so as to refer to the contents of an email sent in the context of a mediation, and thus would normally be the subject of mediation/without prejudice privilege. The judge held, however, … Continue reading Ferster v Ferster and Others: CA 12 Jul 2016

Brown v KMR Services Ltd: CA 26 Jul 1995

Allied Maples had made a corporate takeover of assets and businesses within the Gillow group of companies, during which it was negligently advised by the defendant solicitors in relation to seeking protection against contingent liabilities of subsidiaries within the vendor’s group. Allied Maples would have been better off, competently advised, if, but only if: (a) … Continue reading Brown v KMR Services Ltd: CA 26 Jul 1995

Crehan v Courage Limited and Byrne and Inntrepreneur Beer Supply Co Ltd and Langton v Inntrepreneur Beer Supply Co Ltd: CA 27 May 1999

The court considered the validity of beer ties affecting public houses. Judges: Lord Justice Schiemann Lord Justice Mance Lord Justice Morritt Citations: [1999] EWCA Civ 1501 Jurisdiction: England and Wales Citing: Appeal from – Courage Limited v Crehan ChD 25-Nov-1998 . . Cited – Thomas Witter v TBP Industries Ltd ChD 15-Jul-1994 An award of … Continue reading Crehan v Courage Limited and Byrne and Inntrepreneur Beer Supply Co Ltd and Langton v Inntrepreneur Beer Supply Co Ltd: CA 27 May 1999