The parties had been partners developing land. The partnership was dissolved and they disputed whether partially completed developments should be sold in their current condition or completed and then sold.
May Ch
[2011] EWHC 2101 (Ch)
England and Wales
Updated: 17 September 2022; Ref: scu.442580
Staughton, McGowan, Auld LJJ
[1996] EWHC 398 (Comm)
England and Wales
Cited – Rust v Abbey Life Assurance Co ltd CA 1979
Delay in objection indicated assent to contract
The court was asked whether a binding contract had been concluded between an applicant for an investment in property bonds and the insurance company offering such bonds when, in response to an application form submitted by the applicant, accompanied . .
Lists of cited by and citing cases may be incomplete.
Updated: 17 September 2022; Ref: scu.442452
Rights of holders of preference shares
[1994] UKPC 43
England and Wales
Updated: 17 September 2022; Ref: scu.442405
The defendant appealed against a finding that as a director of the claimant company he had accepted personal benefits from a customer without disclosing this to the company.
Held: The appeal failed.
Mummery, Wilson, Etherton LJJ
[2011] EWCA Civ 923, [2012] IRLR 73, [2012] 1 BCLC 67, [2012] BCC 72
England and Wales
Cited – Aberdeen Railway Co v Blaikie Brothers HL 1854
The plaintiff needed a large quantity of iron chairs (rail sockets) and contracted for their supply over an 18-month period with Blaikie Bros a partnership. Thomas Blaikie was the managing partner of Blaikie Bros and a director and the chairman of . .
Cited – Boulting v Association of Cinematograph, Television and Allied Technicians CA 1963
There must be a real conflict and not a theoretical conflict, before a solicitor can be restrained from acting in a matter against a former client. In order to give fully informed consent, the person entitled to the benefit of the rule must: ‘fully . .
Lists of cited by and citing cases may be incomplete.
Updated: 17 September 2022; Ref: scu.442259
[1836] EngR 685, (1836) 2 Y and C Ex 101, (1836) 160 ER 328
England and Wales
Updated: 17 September 2022; Ref: scu.315017
[1863] EngR 516, (1863) 3 B and S 938, (1863) 122 ER 351
England and Wales
Updated: 17 September 2022; Ref: scu.283171
[1863] EngR 518, (1863) 33 Beav 67, (1863) 55 ER 291
England and Wales
Updated: 17 September 2022; Ref: scu.283173
Warren J
[2005] EWHC 3009 (Ch)
England and Wales
See Also – Wilkinson v West Coast Capital and others ChD 22-Jul-2005
A claim was to be made about actions of unfair prejudice by the directors against the minor shareholder. The court considered a preliminary issue as to the admissibility of evidence, including without prejudice correspondence.
Held: The . .
Lists of cited by and citing cases may be incomplete.
Updated: 17 September 2022; Ref: scu.237291
[2003] ECComm 87
England and Wales
Updated: 17 September 2022; Ref: scu.216322
Stanley Burnton J
[2003] EWHC 3024 (QB)
England and Wales
Updated: 16 September 2022; Ref: scu.188747
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. The directors appealed.
Held: The section required not just that the claimant had been defrauded, but also that that had been the intention of the directors. That was not established in this case.
Aldous, Chadwick, LJJ Munby J
Times 12-Mar-2003, [2003] EWCA Civ 289, Gazette 15-May-2003, [2003] BPIR 973, [2003] 2 BCLC 53, [2003] Ch 552, [2003] 2 WLR 1521, [2003] BCC 540
Insolvency Act 1986 213 216, Companies Act 1948 332(1)
England and Wales
Cited – In re Gerald Cooper Chemicals Ltd ChD 1978
A business might be found to have been conducted in such a way as to defraud creditors even though only one act of defrauding had been found and one creditor defrauded. . .
Lists of cited by and citing cases may be incomplete.
Updated: 16 September 2022; Ref: scu.180038
The Society sought approval of a scheme of arrangement. The Society had made promises of high returns to some policyholders, which it could not maintain after a decline in interest rates and the stock market. It sought a compromise arrangement. The arrangement had been voted on and accepted by members.
Held: The power given by the section to over-ride dissentients must be used with great care. There was not sufficient distinction in interests, to have required more than three classes of voters. The scheme proposal had been properly administered. It was proper, had been accepted by the members, and was approved.
The Honourable Mr Justice Lloyd
[2002] EWHC 140 (Ch), [2002] BCC 319, [2002] 2 BCLC 510
England and Wales
Updated: 16 September 2022; Ref: scu.167594
ECJ Reference for a preliminary ruling – Disclosure of annual accounts and annual report – Maintenance of a register of companies – Lack of jurisdiction of the Court
P. Jann, P
C-182/00, [2002] EUECJ C-182/00
European
Updated: 16 September 2022; Ref: scu.167459
The claimant company alleged that the defendants had variously received assests (shares and cash) acquired by a former partner in the claimant company and held on his behalf, in breach of his obligations to the caimant partnership. The defendants said that the claims had in effect already been decided against the claimants in an arbitration. The court was now asked whether abuse of process may be relied upon where the earlier decision is that of an arbitral tribunal, rather than that of a court.
Held: On the particular facts, it would be an abuse of process to allow a collateral attack on the prior decision of the arbitral tribunal to be made, even though the court proceedings were brought against a non-party to the arbitration.
The question in general is whether the process of the court is being abused by a claim being brought before it.
Teare J accepted that the nature of the tribunal which has given the prior decision may be important in deciding whether the subsequent court proceedings are an abuse of process. This allows for the principle that arbitration proceedings are confidential to the parties of the arbitration. But in deciding whether it is the court’s duty to prevent its processes from being abused, he concluded that ‘there can be no rule that the court can have no such duty merely because the tribunal whose decision is under attack is an arbitral tribunal’.
As to the situation where the parties before the court had not all been parties to the arbitration, Teare J said: ‘it will probably be a rare case where an action in this court against a non-party to an arbitration can be said to be an abuse of the process of this court’. Where a claimant has a claim against two persons and is obliged to bring one claim in arbitration, the defeat of the claim in arbitration will not usually prevent him from pursuing his claim against the other person in litigation.
Teare J
[2013] 1 All ER (Comm) 476, [2012] EWHC 2560 (Comm)
England and Wales
See Also – Emmott v Michael Wilson and Partners Ltd CA 12-Mar-2008
The court considered the implication of the obligation of confidentiality in banking contracts or in arbitration agreements. It is ‘really a rule of substantive law masquerading as an implied term’. . .
See Also – Michael Wilson and Partners Ltd v Emmott ComC 6-Nov-2008
Challenge to jurisdiction of arbitration proceedings. . .
See Also – Emmott v Michael Wilson and Partners Ltd ComC 12-Jan-2009
The claimant, a party to an arbitration, sought first an order requiring the defendant to comply with an order made by the arbitrator for the transfer of certain shares, and second an asset freezing order.
Held: The conditions for a peremptory . .
See Also – Michael Wilson and Partners Ltd v Emmott ComC 8-Jun-2011
The claimant challenged an arbitration award made concerning the agreement under which the defendant had been admitted to partnership. MWP contended that the Tribunal were guilty of a large number of serious irregularities in their conduct of the . .
Cited – Reichel v Magrath PC 1889
The new vicar of Sparsholt, Dr Magrath, was able to rely on the abuse of process even though he had not been party to earlier proceedings between Reichel and the Bishop of Oxford and the Queen’s College and so was not bound by any issue estoppel . .
Cited – Hunter v Chief Constable of the West Midlands Police HL 19-Nov-1981
No collateral attack on Jury findigs.
An attempt was made to open up in a civil action, allegations of assaults by the police prior to the making of confessions which had been disposed of in a voir dire in the course of a criminal trial. The plaintiffs had imprisoned having spent many . .
Cited – Wiltshire v Powell and others CA 7-May-2004
The claimant sought a declaration as to the ownership of an aircraft. Saying he had bought it in good faith from E H and S, who in turn similarly claimed to have bought it from Ebbs. The defendant had obtained a judgment that he was owner as against . .
Cited – Sun Life Assurance Company of Canada and others v The Lincoln National Life Insurance Co CA 10-Dec-2004
The court considered the effect of findings in one arbitration on a subsequent arbitration. The arguments being directed to res judicata.
Held: Mance LJ pointed to important differences between litigation and arbitration as a consensual . .
Cited – Bragg v Oceanus Mutual Underwriting Association (Bermuda) Ltd CA 1982
The court considered the ability to prevent relitigation of issues already decided. The Court identified some of the limits of the abuse jurisdiction. Kerr LJ said: ‘To take the authorities first, it is clear that an attempt to relitigate in another . .
Cited – Arthur JS Hall and Co (A Firm) v Simons; Barratt v Woolf Seddon (A Firm); Harris v Schofield Roberts and Hill (A Firm) HL 20-Jul-2000
Clients sued their solicitors for negligence. The solicitors responded by claiming that, when acting as advocates, they had the same immunities granted to barristers.
Held: The immunity from suit for negligence enjoyed by advocates acting in . .
Cited – Lincoln National Life Insurance Company v Sun Life Assurance Company of Canada and others ComC 26-Feb-2004
. .
Cited – Nesbitt v Citizens Advice Bureau and Holt CA 26-Mar-2007
The claimant sought damages from the defendant saying that they had compromised his employment law damages claim on his behalf, but without his authority. He had unsuccessfully sought to set aside that settlement in the Employment Tribunal on the . .
Cited – Dadourian Group International Inc and others v Simms and others CA 13-Mar-2009
Arden LJ summarised the approach to be taken by a court faced with an allegation of fraud: ‘Their Lordships affirmed the decision in Re H and provided an explanation of what Lord Nicholls’ judgment meant. Baroness Hale (with whom the other Law Lords . .
Cited – Calyon v Michailaidis and Others PC 15-Jul-2009
(Gibraltar) The test for applying an abuse of process argument is an exacting one. . .
Cited – Heaton and Others v AXA Equity and Law Life Assurance Society plc and Another HL 25-Apr-2002
The claimant had settled one claim in full and final satisfaction against one party, but then sought further damages from the defendant, for issues related to a second but linked contract. The defendant claimed the benefit of the settlement.
Cited – Sinclair Investments (UK) Ltd v Versailles Trade Finance Ltd and Others CA 29-Mar-2011
The appellant challenged a decision that it was not entitled to a proprietary interest in the proceeds of sale of some shares which had been acquired with the proceeds of a breach of trust. Specifically, the claims gave rise to (i) an issue as to . .
Cited – Cadogan Petroleum Plc and Others v Tolley and Others ChD 7-Sep-2011
The courts considered various interlocutory applications. . .
Appeal from – Michael Wilson and Partners Ltd v Sinclair and Others CA 16-Jan-2013
Application to stay order for costs. . .
Cited – OMV Petrom Sa v Glencore International Ag ComC 7-Feb-2014
The claimant sought to have struck out as abuse of process parts of the defence, saying that the factual issues raised had already been resolved in arbitration proceedings, but as against a different oarty. The defendant replied that the arbitration . .
See Also – Michael Wilson and Partners Ltd v Sinclair and Others CA 23-Jul-2015
. .
See Also – Michael Wilson and Partners Ltd v Emmott CA 14-Oct-2015
Appeal against a finding that payments made by the appellant were made in the ordinary course of business and not in breach of a freezing injunction. . .
See Also – Michael Wilson and Partners Ltd v Emmott CA 11-Dec-2015
The court considered a residual jurisdiction to set aside an arbitrator’s award after a first appeal. . .
See Also – Emmott v Michael Wilson and Partners ComC 24-Nov-2016
Application for an anti-suit injunction against the defendant to restrain it from taking any further steps in ongoing proceedings in New South Wales and from commencing or pursuing any other substantive claims against the claimant on the ground that . .
See Also – Michael Wilson and Partners Ltd v Sinclair and Another CA 13-Jan-2017
The appellant company sought to recover assets which, it said, had been acquired by a former partner in breach of his obligations under the partnership agreement, but which had been taken in the names of some of the respondents. There had been an . .
Lists of cited by and citing cases may be incomplete.
Updated: 16 September 2022; Ref: scu.464407
The claimant alleged unfair prejudice by the respondent in their conduct of the business.
Arnold J
[2011] EWHC 1834 (Ch)
England and Wales
Updated: 16 September 2022; Ref: scu.442092
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 not entitled to insist on participating, the majority shareholders were to be obliged to purchase his minority interest with no discount for it being a minority.
[1997] EWCA Civ 1591
Insolvency Act 1986, Companies Act 1985
England and Wales
Cited – Ebrahimi v Westbourne Galleries Ltd and Others (on Appeal from In Re Westbourne Galleries Ltd) HL 3-May-1972
Unfair Prejudice to Minority Shareholder
A company had operated effectively as a partnership between two and then three directors. No dividends had been paid, but the directors had received salaries. One director was removed and sought an order for the other to purchase his shares, or . .
Mentioned – Re a company (No.00477 of 1986) 1986
. .
Mentioned – Tay Bok Choon v Tahanson Sdn Bhd PC 1987
A participant in the company was given the right to be involved in the management until a change should become necessary for some other reason.
In cases of fraud, direct evidence may be rare and circumstantial evidence may have to suffice,
Cited – Re JE Cade and Son Ltd 1992
The petitioner claimed unfair prejudice under section 459. The company was a licensee of a farm and he sought to recover possession.
Held: The petition failed. In reality he was seeking to promote his interests as freeholder in the land, and . .
Cited – In re Bird Precision Bellows Ltd ChD 1984
The court considered the method of valuation of a minority shareholding in a forced purchase by the other shareholders. Nourse J said: ‘I would expect that in a majority of cases where purchase orders are made under section 75 in relation to . .
Appeal from – 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 . .
Lists of cited by and citing cases may be incomplete.
Updated: 16 September 2022; Ref: scu.141987
Application for an order convening a meeting of its creditors for the purposes of considering and, if thought fit, approving a scheme of arrangement under Part 26 of the Companies Act 2006.
Snowden J
[2021] EWHC 378 (Ch)
England and Wales
Updated: 15 September 2022; Ref: scu.658920
[2013] EWCA Civ 411
England and Wales
Updated: 15 September 2022; Ref: scu.472967
The company sought an order restraining advertising of a winding up petition issued by the respondent who sought payment of substantial arrears of unpaid beer duty and penalties.
Warren J
[2013] EWHC 1184 (Ch)
England and Wales
Updated: 15 September 2022; Ref: scu.509267
The court considered how to determine in the context of applications for confiscation orders, the value of the ‘benefit’ obtained by an offender who has been guilty of managing a company as a director in contravention of a director’s disqualification order or an undertaking not to act as a director.
Held: The values were to be determined by the director’s own personal benefit, and not be reference to the turnover of the company as a whole. The sentence was inconsistent with the case law.
Aikens LJ said: ‘The judge should have asked the question: what benefit had Mrs Neuberg, as the relevant offender, obtained as a result of or in connection with her offence of trading under a prohibited style without the leave of the court contrary to the Insolvency Act 1986? It was not correct necessarily to equate the turnover of the business with the benefit that had been obtained by Mrs Neuberg as a result of or in connection with her offence.
On the law as it stands, the benefit obtained by an offender is a question of fact to be determined by the judge. However, the turnover of any company through which the offender acted may be relevant to ascertaining the benefit obtained by the offender. That was held to be so by this court in R v Xu . .’
Lord Justice Aikens, Mr Justice Hedley and Mr Justice Hickinbottom
[2009] EWCA Crim 1303, Times 16-Jul-2009, [2010] 1 WLR 815
Powers of Criminal Courts Act 2002
England and Wales
Cited – Regina v Green HL 14-May-2008
The appellant had been found to have received criminal proceeds along with another. He appealed against an order making him liable for the full amount.
Held: The appeal failed. The defendant’s argument did not face the finding that he had been . .
Cited – Crown Prosecution Service v Jennings HL 14-May-2008
The appellant appealed against the refusal to discharge a restraint order under the 1988 Act. The sum found to have been obtained in the later trial vastly exceeded the sum the defendant said had ever come within his control or benefit.
Held: . .
Cited – Xu and Xu, Regina v CACD 15-Oct-2008
The appellants had been convicted of facilitating a breach of immigration law after employing illegal immigrants in their Chinese restaurant. They had been made subject to an order treating the entire receipts of the business as criminal proceeds. . .
Cited – May, Regina v HL 14-May-2008
The defendant had been convicted of involvement in a substantial VAT fraud, and made subject to a confiscation order. He was made subject to a confiscation order in respect of the amounts lost to the fraud where he was involved, but argued that the . .
Lists of cited by and citing cases may be incomplete.
Updated: 15 September 2022; Ref: scu.347231
Request for leave to appeal. Expulsion from partnership for breach of agreement.
[2001] EWCA Civ 896
England and Wales
Updated: 14 September 2022; Ref: scu.218225
Request for leave to appeal – personal guarantee of company’s debts
[2001] EWCA Civ 580
England and Wales
Updated: 14 September 2022; Ref: scu.218035
[2002] EWCA Civ 1968
England and Wales
Updated: 14 September 2022; Ref: scu.189019
MMI were members of the London Stock Exchange, and accordingly held one share in that non-profit making institution. The share was valueless. Anticipating losing their membership and so the share, and also the demutualisation, the share was to be transferred to a third party. At that point it would become worth andpound;3 million. Because the ownership of the share was merely an incident of membership, there was no conflict between the rules which deprived it both of membership and the share, and the rules which invalidated the transfer of assets of an insolvent person. Until the de-mutualisation, the share remained worthless, and the insolvency rules did not bite.
Neuberger J
[2002] 1 WLR 1150, [2001] EWHC 1052 (Ch)
England and Wales
Cited – Bombay Official Assignee v Shroff PC 1932
The bankrupt had been a member of the Bombay stock exchange. His share had been forfeit. The trustee claimed the share. The official assignee contended that his members card or the value thereof vested in him as the assignee in the insolvency, . .
Cited – Belmont Park Investments Pty Ltd v BNY Corporate Trustee Services Ltd and Another SC 27-Jul-2011
Complex financial instruments insured the indebtedness of Lehman Brothers. On that company’s insolvency a claim was made. It was said that provisions in the documents offended the rule against the anti-deprivation rule. The courts below had upheld . .
Lists of cited by and citing cases may be incomplete.
Updated: 14 September 2022; Ref: scu.166178
SS’ appeal from refusal to make order for costs against a director on winding up company on grounds of public interest.
[2000] EWCA Civ 224, [2000] 2 BCLC 645, [2002] BCC 31
England and Wales
Updated: 13 September 2022; Ref: scu.147257
An application was made by the plaintiff for interrogatories which would have revealed the publisher of an allegedly defamatory letter.
Held: The interrogatories were disallowed. Under the Norwich Pharmacal jurisdiction the respondent was no more than someone who had the information in question and who had not in any way facilitated the perpetration of the alleged wrong. The court declined to extend the remedy in such a way as would cover the facts of the case, and it plainly emphasised the fact that the jurisdiction cannot be invoked against a ‘mere witness’. However the court said it might have been prepared to consider whether the principles underlying Norwich Pharmacal might have justified the extension of the jurisdiction to persons other than those falling within the actual formulation in Norwich Pharmacal:
‘Mr Browne’s formulation contains nothing in the nature of a principle. Nor does it point out any categorisation or definition of defendants against whom actions for discovery should be admissible beyond those covered by the tests referred to in Norwich Pharmacal. In effect, it is no more than a somewhat emotive statement of what the plaintiff feels the law should be on the particular facts of this case.
If Mr Browne’s submission involved in some basis of principle which is consistent, or at least not inconsistent, with Norwich Pharmacal, then its soundness would obviously have to be considered . . ‘
[1987] 1 WLR 1658
England and Wales
Cited – Various Claimants v News Group Newspapers Ltd and Others ChD 12-Jul-2013
The claimants sought disclosure by the police of information relating to the phone hacking activities said to have been conducted by journalists engaged by the first defendant newspaper. They were wanting to make claims against the respondent, but . .
Lists of cited by and citing cases may be incomplete.
Updated: 13 September 2022; Ref: scu.645436
Sale – Copartnery – Liability.- Circumstances in which a sale of stock, completed and carried through by one body of directors and not the whole, was held to liberate the partner, who sold his stock to the Company, from all liability as a partner, though by the rules of the Company, the transfer behoved to be submitted to the whole three bodies of directors, and though the Company was insolvent at the time.
[1781] UKHL 2 – Paton – 575, (1781) 2 Paton 575
Scotland
Updated: 13 September 2022; Ref: scu.562113
Application for rectification of company register of members
[2009] EWHC 2313 (Ch)
Companies Act 1985 359, Companies Act 2006 125
England and Wales
Updated: 13 September 2022; Ref: scu.551961
Allegations of diversion of club assets to private company.
Andrew Smith J
[2015] EWHC 2405 (Comm)
England and Wales
Cited – Lehman Brothers International (Europe) v Exotix Partners Llp ChD 9-Sep-2019
The parties had contracted to trade global depository notes issued by the Peruvian government. Each made mistakes as to their true value, thinking them scraps worth a few thousand dollars, whereas their true value was over $8m. On the defendant . .
Lists of cited by and citing cases may be incomplete.
Updated: 13 September 2022; Ref: scu.551297
Simon Barker QC J
[2011] EWHC 1276 (Ch)
England and Wales
Updated: 13 September 2022; Ref: scu.440138
Application for the sanction of the court to an insurance business transfer scheme for the transfer of policies of general (primarily motor) insurance.
[2006] EWHC 694 (Ch)
Financial Services and Markets Act 2000 112
England and Wales
Updated: 13 September 2022; Ref: scu.253485
The court allowed the appellant’s application to dispense with service of a claim form under the rule. The High Court became seised of the matter as at 19 January 2005. Further directions were given.
The Honourable Mr Justice Peter Smith
[2005] EWHC 1880 (Ch)
England and Wales
See Also – Phillips and Another v Robin James Symes and Robin Symes Ltd ChD 9-Jul-2001
English proceedings were issued to claim against a partnership. Simultaneously proceedings were issued in Greece, but the Greek proceedings were served on the London parties first. The plaintiffs in Greece asked the English court to issue a stay of . .
See Also – Phillips v Symes CA 2003
Courts should be reluctant to exclude altogether evidence merely because it is written. If the purpose of the order sought was to trace assets it would be wrong to permit cross-examination which was designed to show that there had been a contempt of . .
See Also – Phillips, Harland (Administrators of the Estate of Michailidis), Papadimitriou; Symes (A Bankrupt), Robin Symes Limited (In Administrative Receivership), Domercq etc ChD 30-Jul-2004
Under the Ciivil Procedure Rules, experts have acquired greater responsibilities to the court. Those responsibilities transcend their perceived obligations to the parties whom they give evidence. . .
See Also – Phillips, Harland (Suing As Administrators of the Estate of Christo Michailidis), Papadimitriou v Symes (A Bankrupt) Robin Symes Limited (In Administrative Receivership) Jean-Louis Domercq ChD 20-Oct-2004
Dr Z had given expert evidence in the principal proceedings. It was now said that that evidence had not been given in the proper way, and a remedy was now sought in costs.
Peter Smith J had held that: ‘It seems to me that in the administration . .
See Also – Phillips, Harland (Suing As Administrators of the Estate of Christo Michailidis), Papadimitriou v Symes (A Bankrupt) Robin Symes Limited (In Administrative Receivership) Jean-Louis Domercq etc ChD 20-Oct-2004
. .
See Also – Symes v Phillips and others CA 6-May-2005
. .
See Also – Symes v Phillips and others CA 19-May-2005
The applicant was in contempt of court. He successfully appealed a sentence of two years imprisonment, with the sentence being reduced to one year. Legally aided, he sought his costs from the claimant. The claimant replied that their part was only . .
Appeal from – Nussberger and Another v Phillips and Another (No 4) CA 19-May-2006
A claim was issued in London in December 2004, and then served in part in Switzerland in January 2005. One copy was removed from the bundle by a Swiss official, seeing that it had been marked ‘Nor for service out of the jurisdiction.’ That marking . .
See Also – Phillips and others v Symes and others ChD 12-Jul-2006
. .
See Also – Phillips and Another v Symes and Others (No 6) CA 19-May-2006
Proceedings were issued in England for service on the defendant in Switzerland, but because of an error by the Swiss Court were not properly served. Proceedings were then issued in Sitzerland, and seisin was claimed for the Swiss Court. The claimant . .
At first instance – Phillips and Another v Symes and others HL 23-Jan-2008
Various parties had sought relief in the English courts and in Switzerland after an alleged fraud. There had been a mistake in service of the proceedings in England. The high court had dispensed with service an backdated the effect of the order to . .
See Also – Phillips and others v Symes and others ChD 16-Oct-2006
. .
Lists of cited by and citing cases may be incomplete.
Updated: 12 September 2022; Ref: scu.236150
[2000] EWCA Civ 380
England and Wales
Updated: 12 September 2022; Ref: scu.218701
Lord Justice Kennedy Lord Justice Parker Lord Justice Dyson
[2004] EWCA Civ 632
England and Wales
Updated: 12 September 2022; Ref: scu.197735
The court was asked as to the duties of a company director: ‘It does not seem to me open to question that the directors of a company occupy a fiduciary position towards the company, with the result that they cannot retain a benefit they have obtained by an agreement with the company unless they have made full disclosure of all material facts known to them.’
Greer LJ, Lawrence LJ
[1931] 1 KB 557
England and Wales
Appeal from – Bell v Lever Brothers Ltd HL 15-Dec-1931
Contract – Mutual Mistake Test
Bell was director and chairman of Niger, a subsidiary of Lever Brothers Ltd who dismissed him, offering and paying pounds 30,000 compensation. Lever then discovered that Mr Bell had made secret profits at the expense of Niger for which he could have . .
Lists of cited by and citing cases may be incomplete.
Updated: 12 September 2022; Ref: scu.215863
Application (the first) under the new compensation order regime on applications for company director disqualification.
Prentis ICC J
[2019] EWHC 2806 (Ch)
Compensation Orders (Disqualified Directors) Proceedings (England and Wales) Rules 2016, Disqualified Directors Compensation Orders (Fees) (England and Wales) Order 2016, Company Directors Disqualification Act 1986 15A 15B
England and Wales
Updated: 12 September 2022; Ref: scu.643903
Application by disqualified director for permission to act as a director of a single company.
[2011] EWHC 4091 (Ch)
Company Directors Disqualification Act 1986 17
England and Wales
Updated: 12 September 2022; Ref: scu.551964
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.
Blackburne J
[2009] EWHC 2141 (Ch)
Insolvency Act 1986, Companies Act 2006
England and Wales
Appeal from – Lehman Brothers International (Europe), Re Insolvency Act 1986 CA 6-Nov-2009
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 . .
Lists of cited by and citing cases may be incomplete.
Updated: 11 September 2022; Ref: scu.374037
[1843] EngR 332, (1843) 5 Man and G 504, (1843) 134 ER 661
England and Wales
Updated: 11 September 2022; Ref: scu.306026
[1842] EngR 81, (1842) 3 QB 223, (1842) 114 ER 492
England and Wales
Updated: 11 September 2022; Ref: scu.307036
The directors complained that the disqualification proceedings had been brought out of time. The court had received the papers, but had not processed them within the applicable time limits.
Held: The requirement was that the claim be brought within the limit. That was satisfied by the filing if the papers even if the proceedings were strictly only commenced when the court came later to process them.
[2007] EWHC 2656 (Ch), [2008] Bus LR 161
Company Directors Disqalification Act 1986 6
England and Wales
Updated: 11 September 2022; Ref: scu.261465
Lawrence Collins J
[2006] EWHC 1919 (Ch)
England and Wales
Updated: 11 September 2022; Ref: scu.244005
Morison J
[2006] EWHC 1568 (Comm)
England and Wales
See Also – Vee Networks Limited v Econet Wireless International Limited QBD 14-Dec-2004
The court considered a complaint that the arbitration award was faulty or lack of jurisdiction under the agreement founding it. . .
See Also – Econet Satellite Services Ltd v Vee Networks Ltd ComC 13-Jul-2006
. .
Lists of cited by and citing cases may be incomplete.
Updated: 11 September 2022; Ref: scu.242910
The court was asked to sanction a scheme of arrangements, and particularly to approve a proposed scheme which itself contained the power to make amendments to the scheme.
Held: The court did have power to sanction such a proposed scheme of arrangement, though it would use its power only in unusual cirumstances. This case was such a circumstance.
David Richards J
[2006] EWHC 1446 (Ch), Times 05-Jul-2006
England and Wales
Cited – Re Alabama, New Orleans, Texas and Pacific Junction Railway Company CA 1891
The question is whether a scheme of arrangement: ‘was at least so far fair and reasonable, as that an intelligent and honest man, who is a member of that class [to whom the scheme is put], and acting alone in respect of his interest as such a . .
Cited – In re British Aviation Insurance Company Ltd ChD 21-Jul-2005
Complaint was made that the turn-out at the meeting to approve the proposed scheme of arrangement was about 15% representing just over half in value of the total claims, judged in each case by reference to ‘actual or pending’ claims. Counsel for the . .
Cited – In re Osiris Insurance Ltd ChD 1991
The turn-out at the creditors meeting was low in number (35 out of 971) but creditors with claims worth about 41% of the total value attended the meeting.
Held: Neuberger J said: ‘It is true that the numbers of those who voted was pretty small . .
Cited – In re English, Scottish and Australian Chartered Bank 1893
Vaughan Williams J said: ‘One knows that where there is a liquidation of one concern the general principle is – ascertain what is the domicile of the company in liquidation; let the court of the country of domicile act as the principal court to . .
Cited – Rothwell v Chemical and Insulating Co Ltd and Another CA 26-Jan-2006
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 . .
Cited – Barker v Corus (UK) Plc HL 3-May-2006
The claimants sought damages after contracting meselothemia working for the defendants. The defendants argued that the claimants had possibly contracted the disease at any one or more different places. The Fairchild case set up an exception to the . .
Lists of cited by and citing cases may be incomplete.
Updated: 11 September 2022; Ref: scu.242576
David Richards J
[2006] EWHC 1316 (Ch), [2007] Bus LR 109, [2006] 3 All ER 1222
England and Wales
Updated: 11 September 2022; Ref: scu.242413
The petitioners, being shareholders in the company, sought disclosure of documents prepared by way of legal advice given anticipating possible litigation if a proposed restructuring of the company. No litigation being in hand, the advice was obtained by the directors with company funds in which the applicants had an interest, and so the advice was held by the directors as cestui que trust for the company as a whole. No legal privilege attached, and the documents were to be disclosed.
Gazette 19-Oct-2000
England and Wales
Appeal from – CAS (Nominees) Ltd and Another v Nottingham Forest Plc and Others ComC 31-Jul-2000
Application for disclosure of documents. . .
Lists of cited by and citing cases may be incomplete.
Updated: 11 September 2022; Ref: scu.82077
Mergers and division of public limited liability companies; transposition of certain directives in international law.
C-46/88, [1989] EUECJ C-46/88
European
Updated: 11 September 2022; Ref: scu.134820
Ruling on an application by a Reorg Research Inc pursuant to CPR 5.4C(2) to be provided with copies of four witness statements filed on behalf of Port Finance Investment Limited
Snowden J
[2021] EWHC 454 (Ch)
England and Wales
Updated: 11 September 2022; Ref: scu.658983
[2019] EWHC 2810 (Ch)
England and Wales
Updated: 11 September 2022; Ref: scu.643883
Unfair prejudice petition
Philip Mott QC
[2019] EWHC 2939 (Ch)
England and Wales
Updated: 11 September 2022; Ref: scu.643900
[2009] EWHC 3916 (Ch)
England and Wales
Updated: 11 September 2022; Ref: scu.551960
[2012] EWHC 1256 (Ch)
England and Wales
Updated: 10 September 2022; Ref: scu.460583
Claim by company’s liquidator of alleged fraud by former company directors
Arnold J
[2012] EWHC 1447 (Ch)
England and Wales
Updated: 10 September 2022; Ref: scu.460463
Shareholders in the defendant company challenged its claim to legal privilege. They argued that when the directors obtained the advice in question, they did so on behalf of the company as a whole, and that they could not, therefore, assert privilege in the advice as against the shareholders.
Held: The shareholders were entitled to discovery of the documents in question by analogy with the practice that applied in partnership cases (and those concerning trustees and beneficiaries) where advice had been obtained for the benefit of the partnership or trust estate. The rationale of such cases is that there is no distinction between the interests of the partnership and the individual partners and the trust and its beneficiaries.
Chitty J
(1888) 57 LJ Ch 498
England and Wales
Cited – Ford, Regina (on The Application of) v The Financial Services Authority Admn 11-Oct-2011
The claimant sought, through judicial review, control over 8 emails sent by them to their lawyers. They claimed legal advice privilege, but the emails contained advice sent by their chartered accountants. The defendant had sought to use them in the . .
Lists of cited by and citing cases may be incomplete.
Updated: 10 September 2022; Ref: scu.460498
Buckley J distinguished between (1) an agreement to give security which was ‘so expressed as to create a present equitable right to a security’ and was thus registrable against te company registers; and (2) an agreement to give security which was so expressed as to be ‘merely an agreement that in some future circumstances a security shall in the future be created’ (which would not require registration).
Buckley J
[1906] 2 Ch 467
England and Wales
Cited – Re Shoe Lace Ltd, Power v Sharp Investments Ltd CA 1993
A debenture was executed on 24th July 1990. Money earlier advanced by the chargee in anticipation of and in consideration for the debenture, including an advance made on 16th July 1990, had not been made ‘at the same time as’ the creation of the . .
Mentioned – Rehman v Chamberlain and Another ChD 6-Sep-2011
The claimant asserted as against the liquidator, a floating and registered charge over the company’s assets. The liquidator said that it had been granted within the twelve months prior to the onset of the insolvency, was caught by section 245(3)(b), . .
Lists of cited by and citing cases may be incomplete.
Updated: 10 September 2022; Ref: scu.444539
Debentures creating a charge had been issued, but not registered within 21 days. On 1 November 1901, an order was made with the usual proviso (‘without prejudice to the rights of parties acquired prior to the time when such trust deed and debentures shall be actually registered’) extending time until 15 November 2001. The charge was registered on 15 November 2001. In the meantime, on 11 November, the company passed a resolution for voluntary winding up.
Held: The proviso protected the whole general body of creditors. At the commencement of a winding up: ‘On November 11, 1901, by force of the Act of Parliament, the undertaking and assets of the company passed under the control of the liquidator, whose duty it was to convert them into money, and out of the proceeds to pay the creditors existing at that date. The assets have been said to be impressed in the hands of the liquidator with a statutory trust in favour of the creditors. Upon the commencement of the winding-up an immediate duty was cast upon the liquidator to collect the assets and distribute them among the creditors then existing. At that moment the debenture-holders were unsecured creditors of the company, for they did not hold any security registered as required by the Act of 1900. It has been argued on behalf of the debenture-holders that when registration was made on November 15, 1901, there arose a security which was not in existence at the date when the liquidation commenced. But whether that was so or not, the order extending the time for registration was made ‘without prejudice to the rights of parties acquired prior to the time when such trust deed and debentures shall be actually registered.’ Whatever the exact limit of those words may be, they certainly in my judgment include the rights of creditors, acquired on the passing of the winding up resolution, to have the assets realized and distributed among them pari passu.’
Buckley J
[1903] 1 Ch 914
England and Wales
Cited – Rehman v Chamberlain and Another ChD 6-Sep-2011
The claimant asserted as against the liquidator, a floating and registered charge over the company’s assets. The liquidator said that it had been granted within the twelve months prior to the onset of the insolvency, was caught by section 245(3)(b), . .
Lists of cited by and citing cases may be incomplete.
Updated: 10 September 2022; Ref: scu.444537
The applicants, owners of a solvent family business, sought to register a charge over the company’s assets out of time.
Held: Buckley J saw the application under s 15 of the 1900 Act as a similar application to the application to register out of time under s 14 of the 1878 Act. Buckley J referred to the usual practice in applications under s 14 of attaching to any order extending time a proviso to protect the rights of third parties. He said: ‘These applications are made without serving the creditors, and the orders ought to be drawn so as to save the rights of persons who have become creditors of the company before registration is effected, just as in the case of bills of sale. I therefore direct that there be added to the order the words: ‘but that this order be without prejudice to the rights of parties acquired prior to the time when the debentures shall be actually registered’; and I intimate my opinion that these words ought to be added in every case, unless there is some good ground to the contrary – eg, in cases in which the order could not prejudice the rights of any creditors.’ and ‘these orders are made readily upon proper evidence of accident or inadvertence for the reasons that by the insertion of these words [the without prejudice qualification] the rights of absent parties are not affected.’
Buckley J
[1902] 1 Ch 79
Companies Act 1900 15, Bills of Sale Act 1878
England and Wales
Cited – Victoria Housing Estates Ltd v Ashpurton Estates Ltd CA 1982
Although the Court has jurisdiction to extend the time for registration of a charge, its settled practice is not to do so when the company that granted the charge has already entered into liquidation. An application to extend the time for . .
Cited – Rehman v Chamberlain and Another ChD 6-Sep-2011
The claimant asserted as against the liquidator, a floating and registered charge over the company’s assets. The liquidator said that it had been granted within the twelve months prior to the onset of the insolvency, was caught by section 245(3)(b), . .
Qualified – In re I C Johnson CA 1-May-1902
Kekewich J had permitted the late registration of a company debenture, but included the proviso introduced by Buckley J in In re Joplin Brewery. There were pari passu debentures, some issued before 1 January 1901, some after. The company was . .
Cited – In re Ehrmann Brothers Ltd CA 1906
Debentures had been issued after 1 January 1901 secured by a floating charge. It was was not registered in time. The judge had permitted registration, with a proviso as contained in In re I C Johnson, and registration was completed. A compulsory . .
Lists of cited by and citing cases may be incomplete.
Updated: 10 September 2022; Ref: scu.444533
The court heard an application by a minority shareholder for an order for the sale of the interest of the majority shareholder to him. Rattee J said: ‘It may be comparatively unusual for a majority shareholder of the company to be ordered to sell its shares to minority shareholder petitioners, but in the circumstances of this case I consider it appropriate.’
Rattee J
[1996] 2 BCLC 184
England and Wales
Cited – Arrow Nominees Inc, Blackledge (L) v Blackledge (G), Blackledge (M), Blackledge (GR and MM) ChD 21-Jan-2000
The claimants had begun proceedings claiming unfair prejudice by the defendants in the management of the business. The defendants sought to have the petition struck out saying that the claimants had used falsified documents to base their petition. . .
Lists of cited by and citing cases may be incomplete.
Updated: 10 September 2022; Ref: scu.444676
[1854] EngR 827, (1854) 4 El and Bl 119, (1854) 119 ER 46
England and Wales
Updated: 10 September 2022; Ref: scu.293684
ECJ Freedom of establishment – Restrictions – Joint and several liability of parent companies vis-a-vis the creditors of their subsidiaries – Exclusion of parent companies having their seat in another Member State – No restriction
C-186/12, [2013] EUECJ C-186/12
European
Updated: 10 September 2022; Ref: scu.511007
Harman J
[1991] 1 BCLC 539
England and Wales
Cited – Revenue and Customs v Rochdale Drinks Distributors Ltd CA 13-Oct-2011
The revenue appealed against refusal of its petition for the winding up of the company for non-payment of a VAT assessment. The company said that the assessment was disputed. The revenue said that the company had been run for the purpose of . .
Lists of cited by and citing cases may be incomplete.
Updated: 10 September 2022; Ref: scu.510892
Agreements were put in place for the sale of shares, but pre-emption rights would, if triggered have required notices to be serve. Only a contractual provision which created an obligation to transfer shares in breach of the articles would trigger the pre-emption clause, and this agreement expressly forbade any such obligation arising. The obligation to transfer the shares would only arise once the articles had been amended to remove the requirement for pre-emption rights notices.
Gazette 10-Feb-2000, Times 16-Feb-2000
England and Wales
Appeal from – Scotto v Petch and others, In re Sedgefield Steeplechase Co (1927) Ltd CA 9-Feb-2001
The defendants were members of a private limited company holding 75 per cent of its share capital. The applicant held 21 per cent. The articles gave her a right of pre-emption should the defendants wish to sell their shares. The articles exempted . .
Lists of cited by and citing cases may be incomplete.
Updated: 09 September 2022; Ref: scu.82188
This appeal concerns the question whether company law relating to execution of documents applies to certain statutory notices served by a corporate landlord upon its tenants in possession proceedings.
[2020] EWHC 3538 (QB)
Housing Act 1988 8, Companies Act 2006 44
England and Wales
Updated: 09 September 2022; Ref: scu.656953
Application for the sanction of a scheme of arrangement
[2019] EWHC 2944 (Ch)
England and Wales
Updated: 09 September 2022; Ref: scu.643882
The appellant was an original partner of Douglas, Heron, and Co. He was of the committee named by the subscribers for regulating their plan of operations, and was present, either personally, or by proxy, at seven of the nine general meetings of the partners, which were held during the subsistence of the Company, as a banking society. He was, therefore, it was stated, in the full knowledge of the Company’s transactions. The Company having become insolvent in June 1772, the question for determination was, Whether the appellant, in these circumstances, could decline paying his share, along with the other partners, of the money which it was necessary for each partner to contribute, in order to pay the debts of the Company?
The appellant had only paid up pounds 200 of his subscribed capital of pounds 500; and the present action was raised against him for the pounds 300, and for an additional call of pounds 200 to pay off the debts.
Held the appellant liable to contribute his proportional share of the debt owing by the Company, he being a partner of the Company.
[1779] UKHL 6 – Paton – 800
Scotland
Updated: 08 September 2022; Ref: scu.562031
Partnership – Articles. – In the articles of copartnery of the Douglas, Heron, and Co.’s Banking Company, it was provided that the heirs and executors of a deceasing partner should be obliged to receive and draw his share in the stock and profits thereof, as the same should be ascertained by the last balance struck immediately preceding his death. The last balance was struck in November 1771. The appellant’s brother died in October 1772; but in June 1772, the Company had become insolvent. In an action raised by the appellant, held that the clause of the contract could not apply to the circumstances of this case, in respect the Company had become bankrupt several months before Mr Blair’s death.
[1777] UKHL 6 – Paton – 796, (1777) 6 Paton 796
Scotland
Updated: 08 September 2022; Ref: scu.562008
[2015] ScotCS CSOH – 46
Company Directors Disqualification Act 1986
Scotland
Updated: 08 September 2022; Ref: scu.546798
Claims for repayment of sums said to have been misappropriated by former director.
[2009] EWHC 932 (Ch)
England and Wales
Updated: 08 September 2022; Ref: scu.551958
Application for the convening of meetings in relation to proposed Scheme of arrangement.
Norris J
[2009] EWHC 3919 (Ch)
England and Wales
Updated: 08 September 2022; Ref: scu.551959
[1850] EngR 566, (1850) 12 Beav 460, (1850) 50 ER 1136
England and Wales
Updated: 07 September 2022; Ref: scu.297913
[2004] EWCA Civ 1622
England and Wales
Appeal from – Bernhard Schulte Gmbh and Co Kg and others v Nile Holdings Ltd ComC 11-May-2004
. .
Lists of cited by and citing cases may be incomplete.
Updated: 07 September 2022; Ref: scu.221681
The defendant had acted as manager of the claimant. The claimant appealed dismissal of its claim for breach of contract and of fiduciary duty, and his claim for payment of sums due under share options granted to him.
Held: The appeal failed. The club had alleged dishonesty on the part of Mr Tigana. The judge had found him honest, and had objective justification for this finding. The plaintiffs had not been justified in their claims or actions.
[2005] EWCA Civ 895
England and Wales
Cited – Fassihim, Liddiardrams, International Ltd, Isograph Ltd v Item Software (UK) Ltd CA 30-Sep-2004
The first defendant (F) had been employed by a company involved in a distribution agreement. He had sought to set up a competing arrangement whilst a director of the claimant, and diverted a contract to his new company.
Held: A company . .
Cited – Neary and Neary v Dean of Westminster 9-Jun-1999
Financial wrong-doing short of dishonesty can be a basis for summary dismissal. Gross misconduct sufficient to justify dismissal must in the particular circumstances so undermine the trust and confidence of an employer that he should no longer be . .
Cited – Sinclair v Neighbour CA 1967
The manager of a betting shop took andpound;15 from the shop till for the purpose of gambling; he knew that he would not have been given permission to do so if he had asked. He put an IOU in the till and repaid the money next day. He was summarily . .
Lists of cited by and citing cases may be incomplete.
Updated: 07 September 2022; Ref: scu.228794
[2002] EWCA Civ 1304
England and Wales
Updated: 07 September 2022; Ref: scu.217541
The defendant company sought to appear by a lay representative in a small claims track case in a county court. The court did not allow that, and the only representative was a director with limited English. The company appealed.
Held: The normal rule as to representation of companies did not apply in cases allocated in this way. A corporate party was entitled, as of right, to be represented by a lay representative at the trial of a small claim in a county court, whether or not the representative was an officer or an employee of the company.
[2003] EWCA Civ 1942, Gazette 15-Jan-2004, [2004] 1 WLR 634
Civil Procedure Rules 27.2(1)(h)
England and Wales
Updated: 07 September 2022; Ref: scu.193653
A company director was examined in court, in the course of company director disqualification proceedings. The judge was so concerned by his behaviour as a witness, as to extend the period of disqualification. He had appealed, and the Secretary of State appealed a reduction in the disqualification period.
Held: The disqualification proceedings were themselves a ‘matter concerned with or arising out of the insolvency’, and the section was wide enough to cover such a matter as a separate head of complaint affecting the period of disqualification, but the procedure to be followed would have to be fair, allowing the director proper opportunity to reply.
Lord Justice Pill, Lord Justice Mummery and Lord Justice Latham
Times 08-May-2002, [2002] EWCA Civ 497, [2002] 2 BCLC 625
Company Directors Disqualification Act 1986 6(2)
England and Wales
Cited – In re Sevenoaks Stationers (Retail) Ltd CA 1990
The court gave guidelines for the periods of disqualification to be applied for company directors under the Act. The maximum period of ten years should be reserved for only the most serious of cases. Periods of two to five years should apply to . .
Cited – The Secretary of State for Trade and Industry v Goldberg, Mcavoy ChD 26-Nov-2003
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 . .
Lists of cited by and citing cases may be incomplete.
Updated: 07 September 2022; Ref: scu.170249
Orse The Official Receiver v Batmanghelidjh and Others
Falk J
[2021] EWHC 175 (Ch)
Company Directors Disqualification Act 1986
England and Wales
Updated: 07 September 2022; Ref: scu.658130
Whether a company director failed sufficiently to disclose his interest in a management agreement entered into in 2007 between the company and a firm of which the director was a partner and, if so, the appropriate consequences.
Lord Justice Males
[2021] EWCA Civ 143
England and Wales
Updated: 07 September 2022; Ref: scu.658024
John Kimbell QC (sitting as a Deputy Judge of the High Court)
[2019] EWHC 20 (Ch)
England and Wales
Updated: 07 September 2022; Ref: scu.643880
‘This judgment concerns one particular aspect of the hearing which is the Defendants’ application for summary judgment on what has been referred to as the LIBOR allegation.’
Nugee J
[2015] EWHC 3219 (Ch)
England and Wales
See Also – Sharp and Others v Blank and Others ChD 22-Jul-2015
First CMC . .
See Also – Sharp and Others v Blank and Others ChD 23-Jul-2015
Application for costs budgeting system to be applied . .
See Also – Sharp and Others v Blank and Others (2) ChD 12-Nov-2015
Last in series of judgments on application for summary judgment on claims alleging breaches of fiduciary and tortious duties owed by the Defendant directors to the Claimants as shareholders in Lloyds plc. . .
See Also – Sharp and Others v Blank and Others ChD 12-Apr-2016
. .
See Also – Sharp and Others v Blank and Others ChD 27-Jan-2017
. .
See Also – Sharp and Others v Blank and Others ChD 30-Jan-2017
. .
See Also – Sharp v Blank and Others ChD 21-Dec-2017
Application for approval of revised costs budget. . .
Lists of cited by and citing cases may be incomplete.
Updated: 07 September 2022; Ref: scu.554806
Last in series of judgments on application for summary judgment on claims alleging breaches of fiduciary and tortious duties owed by the Defendant directors to the Claimants as shareholders in Lloyds plc.
Nugee J
[2015] EWHC 3220 (Ch)
England and Wales
See Also – Sharp and Others v Blank and Others ChD 22-Jul-2015
First CMC . .
See Also – Sharp and Others v Blank and Others ChD 23-Jul-2015
Application for costs budgeting system to be applied . .
See Also – Sharp and Others v Blank and Others (1) ChD 12-Nov-2015
‘This judgment concerns one particular aspect of the hearing which is the Defendants’ application for summary judgment on what has been referred to as the LIBOR allegation.’ . .
See Also – Sharp and Others v Blank and Others ChD 12-Apr-2016
. .
See Also – Sharp and Others v Blank and Others ChD 27-Jan-2017
. .
See Also – Sharp and Others v Blank and Others ChD 30-Jan-2017
. .
See Also – Sharp v Blank and Others ChD 21-Dec-2017
Application for approval of revised costs budget. . .
Lists of cited by and citing cases may be incomplete.
Updated: 07 September 2022; Ref: scu.554807
The claimant sought damages for defamation. The defendant through their company had accused him acting in such a way as to allow a conflict of interest to arise. They said that he had been invited to act on a proposed purchase but had used the information to put in a higher offer himself. The claimant had dsitinguished between the appellants and their company. The judge judge had allowed a defence of qualified privilege, but the jury had found malice, after the judge directed that the defendants were not thenmselves the clients but their company was. The defendants appealed.
Held: The appeal succeeded. Where there were issues of trust and confidence between a solicitor, his client company and officers of that company, there was good reason to lift the corporate veil. That applied here, and allowed any defence of qualified privilege to attch to the appellants. ‘ a solicitor’s duty of confidentiality, it can come into its own as a separate obligation from that of a fiduciary when the fiduciary relationship has come to an end with the end of the solicitor/client relationship. ‘
[2005] EWCA Civ 1302, Times 29-Nov-2005, [2006] 1 All ER 571
England and Wales
Mentioned – Underwood, Son and Piper v Lewis CA 11-May-1894
Solicitors had declined to continue to act for their client before the litigation in which they were acting had been completed. They brought an action for the amount of their bill of costs for work done to date. The trial judge held that a solicitor . .
Cited – Bray v Ford HL 1896
An appellate court’s power to order a new trial is conditional on ‘some substantial wrong or miscarriage’ being established.
Lord Hershell said: ‘It is an inflexible rule of the court of equity that a person in a fiduciary position, such as . .
Mentioned – Marks and Spencer Group Plc and Another v Freshfields Bruckhaus Deringer CA 3-Jun-2004
The defendant firm of solicitors sought leave to appeal against an injunction requiring them not to act for a client in making a bid to take over the business of the claimant, a former client of the firm.
Held: Leave was refused. The appeal . .
Cited – Marks and Spencer plc v Freshfields Bruckhaus Deringer (A Firm) ChD 2-Jun-2004
The claimant sought an injunction preventing the respondent form of solicitors acting for a client in a bid for the claimant, saying that the firm was continuing to act for it, and that a conflict of interest arose.
Held: Though the . .
Cited – Donsland Limited v Nicholas Van Hoogstraton CA 2002
Once a transaction in respect of which the solicitor was retained is completed, the retainer comes to an end, and with it the fiduciary relationship between client and solicitor. . .
Cited – Prince Jefri Bolkiah v KPMG (A Firm) HL 16-Dec-1998
Conflicts of Duty with former Client
The House was asked as to the duties of the respondent accountants (KPMG). KPMG had information confidential to a former client, the appellant, which might be relevant to instructions which they then accepted from the Brunei Investment Agency, of . .
Cited – Phipps v Boardman HL 3-Nov-1966
A trustee has a duty to exploit any available opportunity for the trust. ‘Rules of equity have to be applied to such a great diversity of circumstances that they can be stated only in the most general terms and applied with particular attention to . .
Cited – Mothew (T/a Stapley and Co) v Bristol and West Building Society CA 24-Jul-1996
The solicitor, acting in a land purchase transaction for his lay client and the plaintiff, had unwittingly misled the claimant by telling the claimant that the purchasers were providing the balance of the purchase price themselves without recourse . .
Cited – Hospital Products Ltd v United States Surgical Corporation 25-Oct-1984
High Court of Australia – A solicitor’s duty of loyalty to his client’s interest, and his duty to respect his client’s confidences, have their roots in the fiduciary nature of the solicitor-client relationship, but may have to be moulded and . .
Cited – Kelly v Cooper and Another PC 25-Nov-1992
There was a dispute between a client and an estate agent in Bermuda. The client sued the estate agent for damages for breach of duty in failing to disclose material information to him and for putting himself in a position where his duty and his . .
Cited – Longstaff and Another v Birtles and Others CA 26-Jul-2001
The claimants were clients of a firm of solicitors. At the suggestion of the solicitors, they entered into a partnership with the solicitors to run a hotel. No suggestion was made that they should seek independent advice. The business failed, and . .
Cited – R P Howard Ltd and Witchell v Woodman Matthews and Co (a firm) 1983
The solicitor defendant knew that the company was a family company effectively run by Mr Witchell from whom they received their instructions. The question raised was as to the duty of the solicitor to company and director.
Held: There is no . .
Cited – Johnson v Gore Wood and Co (a Firm) CA 12-Nov-1998
The claimant had previously issued a claim against the defendant solicitors through his company. He now sought to pursue a claim in his own name. It was resisted as an abuse of process, and on the basis that no personal duty of care was owed to the . .
Cited – Minter v Priest CA 1929
An issue was whether conversations between a solicitor and his client relating to the business of obtaining a loan for the deposit on the purchase of real estate were privileged from disclosure.
Held: They were privileged. The were within to . .
Cited – Minter v Priest HL 1930
The House was asked whether a conversation between a person seeking the services of a solicitor in relation to the purchase of real property and the solicitor was privileged in circumstances where the solicitor was being requested to lend the . .
Cited – Schering Chemicals Ltd v Falkman Ltd CA 1982
The Defendants’ professional skills were engaged to present the plaintiff company in a good light, and an injunction was granted to restrain them from doing the opposite. Sach LJ said: ‘even in the commercial field, ethics and good faith are not to . .
Cited – Midland Bank Trust Co Ltd v Hett Stubbs and Kemp (a firm) ChD 1978
A solicitor had failed to register an option as a land charge over property. The court was asked what steps should have been taken by a solicitor in the conduct of a claim: ‘Mr Harman [leading counsel for the plaintiff] sought to rely upon the fact . .
Cited – Boulting v Association of Cinematograph, Television and Allied Technicians CA 1963
There must be a real conflict and not a theoretical conflict, before a solicitor can be restrained from acting in a matter against a former client. In order to give fully informed consent, the person entitled to the benefit of the rule must: ‘fully . .
Cited – Seager v Copydex Ltd CA 1967
Mr Seager had invented a patented carpet grip which he manufactured and marketed under the trade mark Klent. There were protracted negotiations between Mr Seager and Copydex over a proposal for Copydex to market the Klent. One of the issues in the . .
Cited – Erlanger v New Sombrero Phosphate Company HL 31-Jul-1878
Rescission needs Restitutio in Integrum
A syndicate, of which Erlanger (Orse Erlinger) was the head, purchased from an insolvent company an island, said to contain valuable mines of phosphates. Erlanger, who managed the purchase, prepared to get up a company to take over the island and . .
Cited – Specot v Ageda 1973
In matters relating to a breach of fiduciary duty, the matter is one of perception as well as substance. . .
Cited – United Pan-Europe Communications N V v Deutsche Bank Ag CA 19-May-2000
The claimant sought to prevent the misuse of what it said was its confidential information, identifying it by reference to specific documents in which it was said to be recorded.
Held: That was a sufficient description because the defendant . .
Cited – Gillick v Brook Advisory Centres and Another CA 23-Jul-2001
The claimant appealed after closing her action for an alleged defamation by the respondents in a leaflet published by them. She challenged an interim decision by the judge as to the meaning of the words complained of.
Held: The leaflet made . .
Lists of cited by and citing cases may be incomplete.
Updated: 07 September 2022; Ref: scu.235981
Park J
[2003] EWHC 2277 (Ch)
England and Wales
Updated: 06 September 2022; Ref: scu.432787
Richard Seymour QC J
[2003] EWHC 334 (Ch)
England and Wales
Updated: 06 September 2022; Ref: scu.431762
The court was asked as to the validity of bonus shares issued, paid up by appropriating a sum in the share premium account, by EIC Services Limited.
Neuberger J
[2003] EWHC 1507 (Ch)
England and Wales
Updated: 06 September 2022; Ref: scu.431761
Application to stay a petition to wind up a limited liability partnership.
Weeks QC J
[2003] EWHC 2790 (Ch)
Limited Liability Partnership Act 2000, Limited Liability Partnerships Regulations 2001
England and Wales
Updated: 06 September 2022; Ref: scu.431763
[1837] EngR 55, (1837) 6 Ad and E 845, (1837) 112 ER 324
England and Wales
Updated: 06 September 2022; Ref: scu.313172
[2006] EWCA Civ 538, [2006] 1 WLR 1704
Industrial and Provident Societies Act 1965
England and Wales
Appeal from – Stansell Ltd v Co-Operative Group (CWS) Ltd ChD 22-Jul-2005
. .
Cited – Unison v Allen and others EAT 26-Jul-2007
EAT Equal pay Act – Out of time
The claimants before the Employment Tribunal alleged that when they were employed by NUPE, that union had breached their rights under the Equal Pay Act in connection with . .
Lists of cited by and citing cases may be incomplete.
Updated: 06 September 2022; Ref: scu.241573
[2004] EWHC 1765 (Ch)
England and Wales
Updated: 06 September 2022; Ref: scu.199375
The defendant was charged with acting as a company director whilst being an undischarged bankrupt, and also of being involved in the management of a company using a prohibited name. She said that she had not known that the part she took in the company amounted to acting as a director. The judge directed the jury that they were strict liability offences, they need not ask if she acted dishonestly but whether they objectively amounted to involvement in the management of the company.
Held: The judge was correct and the defendant’s belief and honesty was not relevant.
Lord Justice Buxton, Mr Justice Grigson and Mr Justice Pitchford
Times 27-Jun-2002, Gazette 28-Aug-2002
Company Directors Disqualification Act 1986 11, Insolvency Act 1986 216(3)(a) 216(3)(b) 216(3)(c)
England and Wales
Cited – Regina v Brockley CACD 25-Nov-1993
The offence of acting as a company director whilst being an undischarged bankrupt is an absolute offence. . .
Lists of cited by and citing cases may be incomplete.
Updated: 06 September 2022; Ref: scu.174086
(New Zealand) One party sought the restructuring of a company in which he owned a substantial interest. The settlement required him to undertake not to compete with the company. Later he was suspected to be acting in breach of the covenant, and his explanation was not accepted by the court. It was argued that the finding was a finding of fraud where none had been pleaded.
Held: The decision did not imply any finding of fraud. An injunction had been granted to oblige the appellant not to act in breach of the covenant, but not against the man who, it had been claimed as acting as his front man. It was argued that damages could not be awarded as well as an injunction. That power existed and there was no double recovery.
Lord Slynn of Hadley Lord Hutton Lord Hobhouse of Woodborough Sir Martin Nourse Sir Murray Stuart-Smith
No 7 of 2001, [2001] UKPC 59
Companies Act 1955 (New Zealand)
England and Wales
Updated: 06 September 2022; Ref: scu.167224
England is the correct forum to discuss a company registered in England.
Ind Summary 26-Apr-1993
England and Wales
Updated: 06 September 2022; Ref: scu.82402
Stanley Burnton LJ, Henriques, Foskett JJ
[2011] EWCA Crim 728, [2011] Bus LR 1011, [2011] 1 WLR 1809, [2011] 2 Cr App R 4, [2011] Lloyd’s Rep FC 348
Company Directors Disqualification Act 1986
England and Wales
Updated: 04 September 2022; Ref: scu.431637
Flaux J
[2008] EWHC 322 (Comm)
England and Wales
Cited – Nottingham Building Society v Eurodynamics Systems plc 1993
The court laid down tests for the granting of mandatory interim injunctions. The court should consider whether there was a high degree of confidence that the applicant would succeed in establishing his right at trial. The higher that confidence, the . .
Lists of cited by and citing cases may be incomplete.
Updated: 04 September 2022; Ref: scu.431654
The parties disputed the beneficial ownership of shareholdings.
David Cooke J
[2011] EWHC 672 (Ch)
England and Wales
Updated: 04 September 2022; Ref: scu.431283
The respective parties each sought orders requiring their opponent the co-shareholders to buy them out.
[2011] EWHC 635 (Ch)
England and Wales
Updated: 04 September 2022; Ref: scu.430828
Rimer J
[2007] EWHC 436 (Ch), [2009] BCC 295
England and Wales
Updated: 04 September 2022; Ref: scu.250016
Mackie QC J
[2006] EWHC 1407 (Ch)
England and Wales
Updated: 04 September 2022; Ref: scu.242574
Application for an order permitting Company A to file revised accounts in substitution for the accounts and reports for the year to the 30th September 2002, which were filed with the Registrar of Companies on the 30th July 2003.
[2004] EWHC 60 (Ch), [2004] 1 WLR 1357, [2004] BCC 288
England and Wales
Updated: 03 September 2022; Ref: scu.195907
The Hon Mr Justice Lightman
[2004] EWHC 868 (Ch)
England and Wales
Updated: 03 September 2022; Ref: scu.196063
[2002] EWCA Civ 404
England and Wales
Updated: 03 September 2022; Ref: scu.170098