An appeal against an order disqualifying the director of a company in an application for leave to act as a director should be made to the High Court. Where the application was so as to allow the director to act on a company in the course of winding up proceedings, the court to which the … Continue reading In Re Britannia Homes Centres Ltd and the Company Directors Disqualification Act 1986; Official Receiver v Mccahill: ChD 29 Jun 2000
An appeal against an order disqualifying the director of a company in an application for leave to act as a director should be made to the High Court. Where the application was so as to allow the director to act on a company in the course of winding up proceedings, the court to which the … Continue reading In Re Britannia Homes Centres Ltd and the Company Directors Disqualification Act 1986; Official Receiver v Mccahill: ChD 27 Jun 2000
 EngR 678,  Macl and R 353, (1839) 9 ER 127 Commonlii England and Wales Contract, Company Updated: 07 January 2022; Ref: scu.311210
 ScotCS CSOH – 98 Bailii Company Directors Disqualification Act 1986 Scotland Company Updated: 14 November 2021; Ref: scu.510965
References:  ScotCS CSOH_98 Links: Bailii Statutes: Company Directors Disqualification Act 1986
 UKHL 1 – Paton – 69 Bailii Scotland Updated: 06 January 2022; Ref: scu.554555
The liquidator obtained an order requiring a creditor who had attached assets in India to return them to the company in liquidation.Sir W M James LJ said: ‘The winding-up is necessarily confined to this country. It is not immaterial to observe, that there could now be no possibility, having regard to the decision of the … Continue reading In Re Oriental Inland Steam Company ex parte Scinde Railway Company: CA 1874
The House considered the meaning of ‘control’ in the context of companies. Lord Parker of Waddington said: ‘I think that the analogy is to be found in control, an idea which, if not very familiar in law, is of capital importance and is very well understood in commerce and finance. The acts of a company’s … Continue reading Daimler Co Ltd v Continental Tyre and Rubber Company (Great Britain) Limited: HL 1916
The court discussed the official receiver’s enquiries and report leading up to the public examination of former directors. Farwell LJ said: ‘Now those are functions of a judicial character which are cast upon him, not in the liquidation of the company for the benefit of the assets, but primarily at any rate for the protection … Continue reading In re John Tweddle and Company Ltd: CA 1910
Citations:  1 BCLC 82 Cited by: Cited – Bruce Peskin; Kevin Milner v John Anderson and Others CA 14-Dec-2000 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 … Continue reading Re a Company: 1987
The company had two directors. On a death the inheritor of a members shares were entitled to have their shares registered. The majority shareholder died. The remaining board refused to register his widow as owner of the shares. She remarried, and then died, and her widower who had inherited the shares was also refused registration. … Continue reading Re New Cedos Engineering Company Ltd: 1994
A trading company was established in 1838, upon the terms contained in the prospectus, which placed its affairs under the management of individual directors, but contained no provision as to the transfers of shares. The certificates of shares purported to, give the holder a title to the shares, which accordingly were treated transferable by delivery … Continue reading In The Matter Of The Mexican And South American Company Grisewood And Smith’s Case De Pass’s Case: 15 Jul 1859
Debt for calls on railway shares : plea, that defendant was not shareholder : issue thereon. A special verdict found that, by agreement of 21st July 1847, between the directors of the railway company and defendant, he agreed to take all the unappropriated shares in the compariy, being 4935, and to pay 4l. per share … Continue reading The West Cornwall Railway Company v Mowatt: 4 Jun 1850
A Company and its Directors are not same paersons Mr Salomon had incorporated his long standing personal business of shoe manufacture into a limited company. He held nearly all the shares, and had received debentures on the transfer into the company of his former business. The business failed, and a subsequent debenture holder now said … Continue reading Salomon v A Salomon and Company Ltd: HL 16 Nov 1896
The claimant had won a personal injury case and the matter had been settled with a substantial payout by the appellant insurance company. The company now said that the claimant had grossly exaggerated his injury, and indeed wasfiully recovered at the time of the settlement. It had however known something of the deceit, and the … Continue reading Hayward v Zurich Insurance Company Plc: SC 27 Jul 2016
The sales of the E. I, Company being subject to a reguIation that any buyer not making good the remainder of his purcbase money on or before tbe day limiited for such payment should forfeit the deposit, ‘and should be rendered incapable of buying again at any future sale until he shall have given satisfaction … Continue reading Eagleton v The East India Company: 10 Feb 1802
T was the company’s bookkeeper. He was also a director but with only a small shareholding. The company fell into difficulties. He recommended economies to the other directors which were not accepted, but then he stayed on in office. The court had disqualified the other directors but not him. The Secretary of State appealed. Held: … Continue reading In Re A Company No 004803 of 1996: ChD 2 Dec 1996
VAT – Requirement of security for VAT – Company directors were previously directors of company which went into administration leaving a VAT debt – Whether decision to require security reasonable – Yes – Appeal dismissed Citations:  UKFTT 306 (TC) Links: Bailii Jurisdiction: England and Wales VAT Updated: 06 February 2022; Ref: scu.462733
The appellant acted for some time as agent to an insurance company at his own offices. After some correspondence as to a change of terms upon which the parties could not agree, the company’s secretary sent to persons who insured through the appellant a circular stating that the agency of the appellant at his offices … Continue reading Nevill (Lord William) v Fine Art and General Insurance Company: HL 8 Dec 1896
The duty of reasonable care expected of a company’s directors is generally said to be that of an ordinary prudent person might be expected to take in the circumstances on his own behalf, with the knowledge and experience of the director concerned. The court discussed the duties of a company director. Romer LJ said: ‘In … Continue reading In Re City Equitable Fire Insurance Company Limited: ChD 1924
Partners Liable for Dishonest Act of Solicitor A solicitor had been alleged to have acted dishonestly, having assisted in a fraudulent breach of trust by drafting certain documents. Contributions to the damages were sought from his partners. Held: The acts complained of were so close to the activities which a solicitor would normally undertake, that … Continue reading Dubai Aluminium Company Limited v Salaam and Others: HL 5 Dec 2002
The Court considered whether, on exercising a break clause in a lease, the tenant was entitled to recover rent paid in advance. Held: The appeal failed. The Court of Appeal had imposed what was established law. The test for whether a clause might be implied in a contract is: ‘that it is necessary for business … Continue reading Marks and Spencer Plc v BNP Paribas Securities Services Trust Company (Jersey) Ltd and Another: SC 2 Dec 2015
The claimants were beneficiaries, trustee and protector of a trust fund. In order to mitigate Capital Gains Tax liability they sought advice, and, following that advice, entered into a deed of gift in favour of the respondent charity. The deed needed to be dated in the new tax year, but was dated for the previous … Continue reading Abacus Trust Company (Isle of Man) Ltd and Another v National Society for the Prevention of Cruelty to Children: ChD 17 Jul 2001
UTLC LANDLORD AND TENANT – service charge – whether ‘lift’ maintenance costs and directors’ expenses recoverable under the service charge provisions of the lease His Honour Judge Nigel Gerald  UKUT 416 (LC) Bailii England and Wales Landlord and Tenant Updated: 22 December 2021; Ref: scu.537507
MC Bacon Ltd had borrowed money from a bank. The loan was unsecured. The company got into financial difficulty. The bank commissioned a report on the company’s financial affairs; and insisted on the grant of a debenture to secure the company’s borrowings. The report made various recommendations, which the company implemented. The company subsequently went … Continue reading Re: A Company (No. 005009 of 1987), ex parte Copp: ChD 1988
The court considered the operation of a break clause within a lease, and in particular ‘ Can the court imply a term which enables the lessee to get back that part of the advance payment of rent which relates to a period (‘the broken period’) after the break date, by when the lease will have … Continue reading Marks and Spencer Plc v BNP Paribas Securities Services Trust Company (Jersey) Ltd and Another: CA 14 May 2014
A company had borrowed from a building society. The borrowing was not properly authorised by resolution of the shareholders in general meeting The court was asked whether whether the knowledge of the company secretary common to both the company and the society, as to the irregularity should be imputed to the society, so as to … Continue reading Re Hampshire Land Company: 9 Jul 1896
The testator handed a transfer of the relevant shares to the donee, Mr Hook, together with the relevant certificates. The transfer had not been registered by the date of his death. Held: Equity will not compel an imperfect gift to be completed. Nevertheless, the testator had done everything in his power to divest himself of … Continue reading In re Re Rose, Midland Bank Executor and Trustee Company Limited v Rose: ChD 1949
The defendant’s negotiators had asserted in an expressly ‘without prejudice’ meeting, that the plaintiff was infringing its patent and they threatened to bring an action for infringement. The plaintiff sought to bring a threat action under section 70 relying on the statements. The judge held the statement inadmissible. Held: The plaintiff’s appeal failed. Where there … Continue reading Unilever plc v Procter and Gamble Company: CA 4 Nov 1999
Misfeasance in Public Office – Recklessness The bank sought to strike out the claim alleging misfeasance in public office in having failed to regulate the failed bank, BCCI. Held: Misfeasance in public office might occur not only when a company officer acted to injure a party, but also where he acted with knowledge of, or … Continue reading Three Rivers District Council and Others v Governor and Company of The Bank of England (No 3): HL 22 Mar 2001
The House was asked as to when the acts of an individual became those of his employer under section 502 (‘any loss or damage happening without (the ship owner’s) actual fault or privity’). Held: Viscount Haldane LC said: ‘It must be upon the true construction of that section in such a case as the present … Continue reading Lennard’s Carrying Company Limited v Asiatic Petroleum Company Limited: HL 1915
The House considered a petition by a holder of 25 of the 100 issued shares in the company against the majority shareholder. The petitioner, an ex-employee, had been taken into management and then given his shares and permitted to take 50% of the company’s profits and a salary. Later the respondent in negotiations with the … Continue reading O’Neill and Another v Phillips and Others; In re a Company (No 00709 of 1992): HL 20 May 1999
The court considered the Rule in Hastings-Bass, and specifically (1) whether the trustee’s decision is open to challenge when the failure to take a consideration into account is not attributable to a breach of fiduciary duty on the part of the trustee; and (2) whether, where a decision is open to challenge on the ground … Continue reading Abacus Trust Company (Isle of Man) Colyb Limited v Barr, Barr, and Barr: ChD 6 Feb 2003
The appellants appealed against rejection of their claim that there had been an unlawful distribution of capital when the appellant had sold the share capital of a subsidary at an undervalue to the respondent purchaser. The valuation had miscalculated the existence of an indemnity against liability to repair leasehold properties. Held: The appeal failed. The … Continue reading Progress Property Company Ltd v Moorgarth Group Ltd: SC 8 Dec 2010
Where a surplus to be distributed is an uncertain sum, the Master ought to report the shares in aliquot parts, not in money. The only way of administering a charity is under general direction to trustees; in case of misbehaviour there must be a new . .
The Court gave directions indicating an intention to take greater control over applications for disqualification of Directors. . .
The company had, under authority of a private statute, built a railway which passed across land belonging to the defendant. They were to pay a sum for the goods carried. At first they sought to collect a toll, but his proved unprofitable. The . .
A claim was brought against the company for malicious prosecution. The jury acquitted it. And the plaintiff appealed.
Held: The judge’s direction had been correct.
Bowen LJ said: ‘Wherever a person asserts affirmatively as part of his . .
(New South Wales) A malicious libel was alleged. The life assurance company was vicariously liable in respect of a libel contained in a circular sent out by a person who was employed by the company under a written agreement as its ‘superintendent of . .
Sterling LJ said: ‘It has often been held in actions for misrepresentation that where a misrepresentation is proved and is shown to have been relied upon, that is enough, although the person who enters into the transaction on the faith of the . .
The petitioners sought re-instatement as directors or the winding up of the company. The respondents had offered to buy their shares at more than their break up or liquidation value, at a price equal to a rateable proportion of the company’s assets . .
An Act of Parliament authorised a company to construct a railway. Two other companies combined and contracted with the first to supply rolling stock. An injunction was brought to try to restrain this, saying that such a contract was not explicitly . .
The court heard a complaint as to the non payment of dividends. Harman J said: ‘It is, in my judgment, vital to remember that actions of boards of directors cannot simply be justified by invoking the incantation ‘a decision taken bona fide in the . .
(Canada) . .
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 . .
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 . .
A company secretary was to procure execution of certificates of shares in accordance with prescribed formalities. A certificate was issued and presented by the secretary in favour of a purchaser in the usual form with signature of director and . .
The claimants appealed refusal of an order for specific performance of a contract for the purchase of land under the exercise of an option agreement. The defendant had conveyed the land to a subsidiary in order to defeat the option.
Held: ‘The . .
(Bermuda) An alternative remedy to winding up is available to a shareholder where oppressive conduct is alleged, though the main thrust is that the conduct is unlawful. . .
Directors of a public companY are trustees for the shareholders, and their private interests must yield to their public duty whenever they are conflicting.
Directors permitted a class of dissentient shareholders in an embarrassed company to . .
ComC Multi-party run-off agreement made in 1975 to govern parties’ contributions towards run-off based on estimates of likely claims- asbestos-related claims led to final liabilities being vastly greater than . .
The directors of a railway company, with the concurrence of a majority of the shareholders, on finding the original undertaking impracticable, proceeded to construct a small portion only of the works. On an application by an individual shareholder . .
References:  EngR 96, (1802) 3 Bos & Pul 55, (1802) 127 ER 32 Links: Commonlii Ratio: The sales of the E. I, Company being subject to a reguIation that any buyer not making good the remainder of his purcbase money on or before tbe day limiited for such payment should forfeit the deposit, ‘and … Continue reading Eagleton v The East India Company; 10 Feb 1802
References:  EngR 854, (1859) 4 De G & J 544, (1859) 45 ER 211 Links: Commonlii A trading company was established in 1838, upon the terms contained in the prospectus, which placed its affairs under the management of individual directors, but contained no provision as to the transfers of shares. The certificates of shares … Continue reading In The Matter Of The Mexican And South American Company Grisewood And Smith’s Case De Pass’s Case; 15 Jul 1859
References:  EngR 623, (1850) 15 QB 521, (1850) 117 ER 556 Links: Commonlii Debt for calls on railway shares : plea, that defendant was not shareholder : issue thereon. A special verdict found that, by agreement of 21st July 1847, between the directors of the railway company and defendant, he agreed to take all … Continue reading The West Cornwall Railway Company v Mowatt; 4 Jun 1850
Judgment on a claim brought by the Secretary of State for Business, Energy and Industrial Strategy against the defendant for an order under section 8 of the Company Directors Disqualification Act 1986. The allegation against the defendant is that he . .
VDT VAT INPUT TAX – MOTOR CARS – Appellant hired motor cars for use by one of its company directors – the director used the motor car exclusively for the Appellant’s business -the Appellant directors passed . .
Liquidator’s claim of dishonest assistance against former company directors. . .
Summary Application under section 7 of the Company Directors Disqualification Act 1986 . .
Judgment on the appeals brought by two former directors of Janus Technologies Limited against disqualification orders under section 6 of the Company Directors Disqualification Act 1986 . .
Petition for judicial review of the respondent’s decision to apply for a disqualification order under section 8 of the Company Directors Disqualification Act 1986 . .
Application for a disqualification order under section 6 of the Company Directors Disqualification Act 1986 . .
Company directors drew and signed company cheques, but the cheques did not bear the word ‘limited’ or permitted substitute. The cheques were not met and the claimants sued the signatories personally.
Held: The section made the signatory of . .
The judge was wrong to refuse an adjournment when he had insufficient evidence before him properly to make his decision, and when a costs order was sought against the company directors personally in respect of an application for the winding up of a . .
The Secretary of State may perfectly properly refuse to accept offered undertakings and instead decide to prosecute company directors under the Act, even though though the terms offered were intended to give equivalent effect. The purpose of the . .
Two company directors sued Swiss bankers who had responded to enquiries from the police in London. The charges which followed had been dismissed, and the directors sued in defamation, seeking to rely upon the materials sent to the police.
VAT INPUT TAX – MOTOR CARS – Appellant purchased a motor car for use by one of its company directors – the director chose to use the motor car exclusively for the Appellant’s business – the Appellant, however, consigned control of the motor car to . .
The court considered the extent of the fiduciary duties imposed on company directors by sections 170-181 of the 2006 Act. . .
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 . .
Allegations of breach of fiduciary duty by company directors . .
Claim by company’s liquidator of alleged fraud by former company directors . .
Application under section 17(3) Company Directors Disqualification Act 1986 for permission under section 1A(1) of the Act in what are understood to be novel circumstances: he is disqualified because of breaches of a previous section 17 order. . .
Action by company’s receivers against former directors for breach of fiduciary duties as company directors. . .
VDT VAT – SECURITY – Protection of Revenue – company directors involved in another company which had gone into liquidation owing considerable sums in VAT – the Appellant had a poor record of VAT compliance and . .
VDT VAT – SECURITY – Protection of Revenue – Company Directors involved in failed companies in the same business and operating from the same address as the Appellant companies- one of the Appellant companies poor . .
Application by the Secretary of State for Trade and Industry for an order under section 6 of the Company Directors Disqualification Act 1986 . .
Early repayment of loan to company directors before insolvency was void. . .
Company directors in an insolvent liquidation faced proceedings by the liquidators. They resisted providing additional evidence under examination by the liquidators.
Held: The sections under the 1986 Act should be read together. Where a . .
A company director can be convicted of theft from his company even though the act might technically be the act of the company. Here company directors had paid bribes to people with whom the company intended to do business. The bribes were paid out . .
Range of constructive trusteeship is not to be extended to create liability for company directors for mere breach of duty. . .
The court discussed the standards required of company directors. ‘Those who take advantage of limited liability must conduct their companies with due regard to the ordinary standards of commercial morality. They must also be punctilious in observing the safeguards laid down by Parliament for the benefit of others who have dealings with their companies. They … Continue reading Secretary of State for Trade and Industry v Ettinger: 1993
A finding of breach of duty is neither necessary nor of itself sufficient for a finding of unfitness. As the judge (at first instance) observed a person may be unfit even though no breach of duty is proved against him or may remain fit notwithstanding the proof of various breaches of duty. The appeal was … Continue reading In re Barings plc (No 5): CA 2000
A person required to answer questions under the section may not refuse to answer on the ground of self-incrimination. (Dillon LJ) ‘It is plain to my mind – and not least from the Cork Report – that part of the mischief in the old law before the Insolvency Act 1985 was the apparent inability of … Continue reading Bishopsgate Investment Limited v Maxwell: CA 1999
A disqualified director applied for consent to act in the management of a company before his disqualification had expired. He succeeded, and the judge made no award for costs. On appeal by the Secretary of State it was held that the lifting of the disqualification was a matter purely for the discretion of the judge. … Continue reading Secretary of State for Trade and Industry v Collins and others: CA 13 Jan 2000
When considering what constituted a shadow director, courts should be reluctant to move away from the words of the Act. The words should be construed carefully because the term was used in several pieces of legislation, including those with penal provisions. A shadow director is one who has real influence on a company. He does … Continue reading Secretary of State for Trade and Industry v Deverill and another: CA 20 Jan 2000
The disqualified director sought leave under section 17 to act as a director in circumstances which did not involve him assuming any executive responsibilities, other than of a trivial nature, and left him free to contract as a consultant. Held: Where a disqualification order has been made following dishonesty, that is likely to be a … Continue reading Re Barings and Others (No 3): ChD 1999
Sir Richard Scott V-C considered the effect of the relative strength of the case as to need on the degree of risk to the public that might be acceptable on any resumption of company director responsibilities, and concluded that in a strong case of need some slight risk might be acceptable: ‘In a case where … Continue reading Re Dawes and Henderson Agencies Ltd: ChD 1999
A company director who was resident overseas may be subject to disqualification proceedings. Citations: Ind Summary 03-May-1993 Statutes: Company Directors Disqualification Act 1986 6 Jurisdiction: England and Wales Citing: See Also – In Re Seagull Manufacturing Co Ltd (In Liquidation); Tucker CA 22-Feb-1993 The court has jurisdiction to order the public examination of a company … Continue reading Re Seagull Manufacturing Co Ltd: ChD 3 May 1993
An applicant for a company director disqualification order was permitted to name more than one company as the lead company in its application. The Interpretation Act operated to resolve any ambiguity or lack of clarity in favour of an interpretation allowing multiple lead companies. The notice of intention to apply need not either mention all … Continue reading In Re Surrey Leisure Ltd; Official Receiver v Keam and Another: CA 28 Jul 1999
Company directors had had civil proceedings for disqualification suspended pending the outcome of criminal proceedings arising from the circumstances of the failure of their companies. They had variously suffered penalties including criminal disqualifications in those criminal proceedings, under section 2. They sought to argue that the continuation of the civil proceedings under section 6 would … Continue reading In Re Cedarwood Productions Ltd; In Re Inter City Print and Finishing Ltd; Secretary of State for Trade and Industry v Rayna and Another: CA 26 Jun 2001
Judges: Mrs Justice Joanna Smith DBE Citations:  EWHC 922 (Ch) Links: Bailii Statutes: Company Directors Disqualification Act 1986 Jurisdiction: England and Wales Company Updated: 08 May 2022; Ref: scu.675872
Two men were charged with theft from a company which they wholly owned and controlled. The court considered the actions of company directors in dishonestly appropriating the property of the company, and whether since the title to the goods was transferred, the goods had remained the property of the company. Held: The actions of the … Continue reading Attorney-General’s Reference (No. 2 of 1982): CACD 1984
The purpose of the jurisdiction created under the Act is to promote better management standards in companies. Citations:  BCLC 796 Statutes: Company Directors Disqualification Act 1986 Jurisdiction: England and Wales Cited by: Cited – The Secretary of State for Trade and Industry v Michael Hamilton Amiss, Jonathan Andrew Chapman, Roger Rex Ingles ChD 20-Mar-2003 … Continue reading re Swift 736 Limited: 1993
Disqualifications under section 8 should be of similar length to those recommended in the Sevenoaks Stationers for disqualifications under section 6. Citations:  1 WLR 1070 Statutes: Company Directors Disqualification Act 1986 8 Jurisdiction: England and Wales Citing: Cited – In re Sevenoaks Stationers (Retail) Ltd CA 1990 The court gave guidelines for the periods … Continue reading In re Samuel Sherman Plc: 1991
A disqualified director sought leave under section 17 to act as a director or be concerned or take part in the management of 3 companies and was successful in respect of 1 company. Arden J looked at the statutory basis and observed that the purpose of the unfitness disqualification is protective rather than penal and … Continue reading Re Tech Textiles Ltd: ChD 1998
The 10 day notice period before commencing proceedings had to be calculated exclusive of the day on which the notice was given and the day on which the proceedings were issued. Judges: Harman J Citations:  BCC 303 Statutes: Company Directors Disqualification Act 1986 16(1) Jurisdiction: England and Wales Cited by: Cited – The Secretary … Continue reading Re Jaymar Management Ltd: ChD 1990
The procedures for disqualifying directors should not become hedged about with particular rules allowing directors to escape disqualification on small and technical points. Citations:  BCC 523 Statutes: Company Directors Disqualification Act 1986 Jurisdiction: England and Wales Cited by: Cited – The Secretary of State for Trade and Industry v Swan and Othes ChD 22-Jul-2003 … Continue reading Re Cubelock Ltd: ChD 2001
Referring to the procedure in disqualification proceedings of serving an affidavit, the court held: ‘That procedure, and, in particular, the mandatory requirement in r 6, emphasises the importance to the respondent of being able to ascertain with clarity from the evidence filed on behalf of the applicant what are the criticisms laid against him, and … Continue reading Re Sutton Glassworks Ltd: ChD 1996
Chadwick J said: ‘It would be preferable, for the future, if those preparing and swearing affidavits in support of applications under this Act were careful to distinguish between facts which they are able to establish by direct evidence, the inferences which they invite the court to draw from those facts, and the matters which are … Continue reading Re Pinemoor Ltd: ChD 1997