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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 29 Jun 2000

In Re Britannia Homes Centres Ltd and the Company Directors Disqualification Act 1986; Official Receiver v Mccahill: ChD 27 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

In Re Oriental Inland Steam Company ex parte Scinde Railway Company: CA 1874

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

Daimler Co Ltd v Continental Tyre and Rubber Company (Great Britain) Limited: HL 1916

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

In re John Tweddle and Company Ltd: CA 1910

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

Re a Company: 1987

Citations: [1987] 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

Re New Cedos Engineering Company Ltd: 1994

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

In The Matter Of The Mexican And South American Company Grisewood And Smith’s Case De Pass’s Case: 15 Jul 1859

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

The West Cornwall Railway Company v Mowatt: 4 Jun 1850

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

Salomon v A Salomon and Company Ltd: HL 16 Nov 1896

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

Hayward v Zurich Insurance Company Plc: SC 27 Jul 2016

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

In Re A Company No 004803 of 1996: ChD 2 Dec 1996

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

Nevill (Lord William) v Fine Art and General Insurance Company: HL 8 Dec 1896

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

In Re City Equitable Fire Insurance Company Limited: ChD 1924

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

Dubai Aluminium Company Limited v Salaam and Others: HL 5 Dec 2002

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

Marks and Spencer Plc v BNP Paribas Securities Services Trust Company (Jersey) Ltd and Another: SC 2 Dec 2015

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

Abacus Trust Company (Isle of Man) Ltd and Another v National Society for the Prevention of Cruelty to Children: ChD 17 Jul 2001

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

Re: A Company (No. 005009 of 1987), ex parte Copp: ChD 1988

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

Marks and Spencer Plc v BNP Paribas Securities Services Trust Company (Jersey) Ltd and Another: CA 14 May 2014

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

In re Re Rose, Midland Bank Executor and Trustee Company Limited v Rose: ChD 1949

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

Unilever plc v Procter and Gamble Company: CA 4 Nov 1999

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

Three Rivers District Council and Others v Governor and Company of The Bank of England (No 3): HL 22 Mar 2001

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

Lennard’s Carrying Company Limited v Asiatic Petroleum Company Limited: HL 1915

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

O’Neill and Another v Phillips and Others; In re a Company (No 00709 of 1992): HL 20 May 1999

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

Abacus Trust Company (Isle of Man) Colyb Limited v Barr, Barr, and Barr: ChD 6 Feb 2003

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

Progress Property Company Ltd v Moorgarth Group Ltd: SC 8 Dec 2010

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

John Graham, On Behalf Of Himself And All Other The Shareholders Or Proprietors Of Shares In The Birkenhead, Lancashire, And Cheshire Junction Railway Company, Except Such As Are Defendants Hereto v The Birkenhead, Lancashire, And C: 30 May 1850

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 . .

In The Matter Of The Mexican And South American Company Grisewood And Smith’s Case De Pass’s Case; 15 Jul 1859

References: [1859] 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

The West Cornwall Railway Company v Mowatt; 4 Jun 1850

References: [1850] 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

Secretary of State for Trade and Industry v Ettinger: 1993

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

Secretary of State for Trade and Industry v Collins and others: CA 13 Jan 2000

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

Secretary of State for Trade and Industry v Deverill and another: CA 20 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

Re Seagull Manufacturing Co Ltd: ChD 3 May 1993

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

In Re Surrey Leisure Ltd; Official Receiver v Keam and Another: CA 28 Jul 1999

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

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

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

Attorney-General’s Reference (No. 2 of 1982): CACD 1984

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

re Swift 736 Limited: 1993

The purpose of the jurisdiction created under the Act is to promote better management standards in companies. Citations: [1993] 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

In re Samuel Sherman Plc: 1991

Disqualifications under section 8 should be of similar length to those recommended in the Sevenoaks Stationers for disqualifications under section 6. Citations: [1991] 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

Re Jaymar Management Ltd: ChD 1990

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: [1990] 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

Re Cubelock Ltd: ChD 2001

The procedures for disqualifying directors should not become hedged about with particular rules allowing directors to escape disqualification on small and technical points. Citations: [2001] 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

Re Sutton Glassworks Ltd: ChD 1996

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