The appellant sought an order under the section for repayment to the company of sums paid to a director by way of extra redundancy payments. He said the payments were improper. His application had been refused, in part because he had not chosen the more direct method of asking the company to seek repayment directly, and also because the applicant had not shown the necessary element of unfairness, over and above unlawfulness.
Held: The existence of the alternate and more straightforward method of recouping the payment did not invalidate the request for this order. It was clear that the action was not unavailable, and that the payment had not been approved by the company as a whole. Nevertheless the jurisdiction should be exercised only on established principles of equity. Here the order should be granted.
Judges:
Lord Coulsfield, Lord Hamilton and Lord Prosser
Citations:
Times 22-Jan-2002
Links:
Statutes:
Jurisdiction:
Scotland
Citing:
Cited – Lowe v Fahey 1996
Where there has been material misconduct, even in the shape of a single act, the primary remedy is under section 459, not by a shareholder’s derivative action. . .
Cited – 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 . .
Approved – Kaneria, Kaneria v Patel, Kaneria, Kaneria, Kaneria, Kaneria, Guidezone Ltd Sub Nom In The Matter Of Guidezone Ltd (2000) 13-Jul-2000
cw The petitioners’ case was that they had a legitimate expectation that the company’s business would be sold, either by virtue of an agreement to that effect or at their request, was not made out on the facts. . .
Cited by:
Cited – Clark v Cutland CA 18-Jun-2003
One director discovered that his co-director had withdrawn substantial sums from the company. . .
Lists of cited by and citing cases may be incomplete.
Company
Updated: 25 November 2022; Ref: scu.167419