Category: Company

Goldtrail Travel Ltd v Aydin and Others: ChD 22 May 2014

Claim by company liquidators against former directors alleging misappropriation of company assets, and dishonest assistance.

Judges:

Rose J

Citations:

[2014] EWHC 1587 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Cited by:

Appeal from – Goldtrail Travel Ltd v Aydin and Others CA 21-Jan-2016
Application for stay of execution of judgment pending appeal . .
At ChD – Goldtrail Travel Ltd v Onur Air Tasimacilik As SC 2-Aug-2017
At first instance the appellant had dishonestly assisted another party to defraud the respondent, and ordered payment of substantial damages. The defendant, non-resident, sought to appeal, and the respondent asked the court to order payment into . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 03 September 2022; Ref: scu.525781

Schofield v Schofield and Others: CA 25 Feb 2011

The claimant sought a declaration that he was the sole remaining director of a company, and that the removal of the defendant, his son, had been successful. The meeting at which the decision had been taken, had not been taken with the full notice for an EGM, but he said that those present had waived the requirement.

Judges:

Maurice KayVP, Thomas, Etherton LJJ

Citations:

[2011] EWCA Civ 154

Links:

Bailii

Statutes:

Companies Act 2006 305(4) 307(1)

Jurisdiction:

England and Wales

Citing:

Cited – In Re Duomatic Ltd ChD 1969
Payments were made by a company by way of remuneration to directors without complying with the company’s articles of association in that no resolution authorising the directors to receive remuneration had ever been passed in a general meeting of the . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 03 September 2022; Ref: scu.430541

Bahamas Hotel Maintenance and Allied Workers Union v Bahamas Hotel Catering and Allied Workers Union and Others: PC 23 Feb 2011

Two trade union disputed the right of the other to be registered with and to use a similar name to their own. There had been considerable delays in the conduct of the judicial review proceeding.
Held: The Board upheld the trial judge’s refusal to grant judicial review of the unlawful registration of a trade union in part because of the delay by the rival union in challenging it.
Lord Walker of Gestingthorpe observed that conclusive evidence provisions (there was one akin to section 10 of the 1965 Act here) ‘are often included in legislation relating to official registers, because such registers cannot serve their purpose unless members of the public can safely rely on them’

Judges:

Lord Hope, Lord Rodger, Lord Walker, Lord Brown, Lord Clarke

Citations:

[2011] UKPC 4

Links:

Bailii

Jurisdiction:

England and Wales

Cited by:

Cited – Adamson and Others v Paddico (267) Ltd SC 5-Feb-2014
Land had been registered as a town or village green but wrongly so. The claimant had sought rectification, but the respondents argued that the long time elapsed after registration should defeat the request.
Held: The appeal were solely as to . .
Lists of cited by and citing cases may be incomplete.

Commonwealth, Company, Administrative, Judicial Review

Updated: 02 September 2022; Ref: scu.429745

Coral Group Trading Plc v Hilton Group Plc (Formerly Ladbroke Group Plc): CA 21 Feb 2002

Three companies had been party to a joint venture agreement for the provision of Tote Direct, an off-course opportunity for Tote betting. One company sold its businesses to another, reducing the participants to two, and the Monopolies and Mergers Commission required the betting part to be sold within six months. Equality of interests had not been maintained in the company’s loan capital, which led to a request to the court to determine the interests. The company appealed a finding that the interest to be disposed of included promissory notes. The MMC decision explicitly included the notes.
Held: The word ‘interest’ in this context was wider than the shareholdings. The appeal was allowed. The court specified the interests to be divested, and the ‘equivalent’ interests for which reasonable endeavours were to be applied to acquire.

Judges:

The Vice-Chancellor, Lord Justice Rober Walker, Lord Justice Rix

Citations:

[2002] EWCA Civ 176

Links:

Bailii

Jurisdiction:

England and Wales

Commercial, Company

Updated: 02 September 2022; Ref: scu.167663

Rwamba v The Secretary of State for Business Energy and Industrial Strategy: ChD 17 Oct 2019

Application under section 17(3) Company Directors Disqualification Act 1986 for permission under section 1A(1) of the Act in what are understood to be novel circumstances: he is disqualified because of breaches of a previous section 17 order.

Judges:

ICC Judge Prentiss

Citations:

[2019] EWHC 2669 (Ch)

Links:

Bailii

Statutes:

Company Directors Disqualification Act 1986 17(3) 1A(1)

Jurisdiction:

England and Wales

Company

Updated: 02 September 2022; Ref: scu.642647

BSA International Sa v Irvine and Others: SCS 27 May 2009

Opinon – the defenders had sold their shares in a company to the pursuer under a share purchase agreement. The pursuers asserted negligent misrepresentation and breach of warranty

Judges:

Lord Glennie

Citations:

[2010] CSOH 78, [2009] Scotcs csoh – 77, 2009 SLT 1180, 2009 GWD 21-344

Links:

Bailii

Jurisdiction:

Scotland

Cited by:

See Also – BSA International Sa v Irvine and Others SCS 28-Jan-2010
Outer House – further opinion . .
See Also – BSA International v Irvine and Others SCS 23-Jun-2010
Outer House – second supplementary opinion. The court considerd the part of the claim as to damages for negligent misrepresntation in a share purchase agreement. As a result of section 10, it was enough to found a claim for damages that the . .
Lists of cited by and citing cases may be incomplete.

Torts – Other, Company

Updated: 01 September 2022; Ref: scu.346590

Alexander Forbes Trustee Services Limited and Another v Jackson and Others: ChD 2 Nov 2004

Judges:

The Honourable Mr Justice Patten

Citations:

[2004] EWHC 2448 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

See Also – T and N Limited, Associated Companies of T and N Ltd (In Administration) v Royal and Sun Alliance Plc, and others ChD 9-May-2003
T and N had exposure to asbestosis claims; these claims were insured by Lloyd’s but on terms that if payments were to be made, T and N should make certain reimbursements to Lloyd’s. T and N then insured with a captive company known as Curzon their . .
See Also – Re Tand N Ltd and Others ChD 21-Oct-2004
. .

Cited by:

See Also – Freakley, Gleave, Squires, T&N Limited v Centre Reinsurance International Company, Muenchener Rueckversicherungs-Gesellschaft, European International Reinsurance Company Limited, Curzon Insurance Limited ChD 26-Nov-2004
. .
See Also – T and N Ltd and Others, Re the Insolvency Act 1986 (Communications) ChD 8-Dec-2004
. .
See Also – In re T and N Ltd and Others, Re Insolvency Act 1986 ChD 14-Dec-2005
The court considered the case of Glenister and similar and said: ‘I accept the submission that these cases are not in point to the issue as regards future asbestos claims. There is no element of discretion as regards such claims. If the ingredients . .
See Also – T and N Ltd and Others, In the Matter of the Insolvency Act 1986 ChD 21-Dec-2005
. .
See Also – T and N Ltd and others v In the Matter of the Insolvency Act 1986 (Conflict of Law) ChD 21-Dec-2005
. .
See Also – In the Matter of T and N Limited and others ChD 12-Apr-2006
. .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 01 September 2022; Ref: scu.219165

Chubb Insurance Company of Europe SA, Davies v Black, American Iron and Metal Company Incorporated, Lito Trade Incorporated: QBD 23 Sep 2004

Enforcement of contract of indemnity under guarantee of company given by director. Insurance claim.

Judges:

The Honourable Mr Justice Langley

Citations:

[2004] EWHC 2138 (Comm)

Links:

Bailii

Jurisdiction:

England and Wales

Company, Contract, Insurance

Updated: 01 September 2022; Ref: scu.214300

Regina v Ward; Regina v Howarth: CACD 10 Aug 2001

When exercising his powers to order a company director to be disqualified under the Act, the judge should be explicit that the order applied to all the categories of companies listed in the section. There was no power to limit the disqualification, for example to acting as a director of private or of public companies. It was not open to the Court of Appeal to amend an order made without jurisdiction.

Judges:

Rose LJ, Bell LJ, Silber LJ

Citations:

Times 10-Aug-2001

Statutes:

Company Directors Disqualification Act 1986 1(1)

Jurisdiction:

England and Wales

Company

Updated: 01 September 2022; Ref: scu.159501

Smith and Another v Crawshay: ChD 30 Sep 2019

The claim relates to the affairs of a partnership or partnerships carried on between the testatrix and the defendant in the years leading up to the death of the testatrix. Essentially the claim is for the repayment of money which is said to be due from the defendant to the estate of the testatrix upon the dissolution of the business upon her death.

Judges:

HHJ Paul Matthews

Citations:

[2019] EWHC 2507 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Company

Updated: 31 August 2022; Ref: scu.642631

In Re New Eberhardt Company, Ex parte Menzies: CA 20 Nov 1889

The 1677 Statute is complied with if, per Fry LJ: ‘First, there must be at or before the date of the issue of these shares, a contract; secondly, that contract must be duly made in writing; and thirdly, that contract must be filed with the Registrar. Now, all these things must be done or must be in existence at or before the date of the issue. You cannot have a contract filed before the issue of the shares if it is not a contract till after the issue of the shares.’ However, the use of a written offer as a note or memorandum of the contract entered into upon its oral acceptance ‘pushed the literal construction of the Statue of Frauds to a limit beyond which it would perhaps be not easy to go’

Judges:

Bowen, Fry LJJ

Citations:

(1890) 43 ChD 118, [1889] UKLawRpCh 172

Links:

Commonlii

Statutes:

Statute of Frauds 1677 4, Companies Act 1867

Jurisdiction:

England and Wales

Cited by:

Cited – Golden Ocean Group Ltd v Salgaocar Mining Industries Pvt Ltd and Another CA 9-Mar-2012
The court was asked ‘whether a contract of guarantee is enforceable where contained not in a single document signed by the guarantor but in a series of documents duly authenticated by the signature of the guarantor. It is common in commercial . .
Lists of cited by and citing cases may be incomplete.

Contract, Company

Updated: 31 August 2022; Ref: scu.451865

Minister of Budget, Public Accounts and the Public v Accor: ECJ 22 Dec 2010

ECJ Free movement of capital – Freedom of establishment – National legislation imposing a differentiated dividends from subsidiaries located in the State of residence of the parent and those established in other Member States – Refusal to refund the advance payment paid by the parent company – Unjust enrichment – Repayment of amounts paid by the parent company subject to the production of evidence relating to the tax paid by its subsidiaries in a Member State other than the registered office of the parent company – Burden of Evidence – Principles of equivalence and effectiveness.

Citations:

C-310/09, [2010] EUECJ C-310/09, [2011] EUECJ C-310/09

Links:

Bailii, Bailii

Jurisdiction:

European

Company

Updated: 31 August 2022; Ref: scu.427660

Safeway Stores Ltd and Others v Twigger and Others: CA 21 Dec 2010

The court was asked whether, when a company had been fined for anti-competitive practices, the company could then recover the penalties from the directors and senior employees involved.
Held: The undertaking was not entitled to recover the amount of such penalties from its directors or employees who are themselves responsible for the infringement.
Longmore LJ considered the application of the maxim ‘ex turpi causa non oritur actio’, saying: ‘The modern law has now culminated in Gray v Thames Trains Ltd [2009] UKHL 33 . . when Lord Hoffmann said that it expressed not so much a principle as a policy and that it was a rule which may be stated in a narrower form and a wider form. In its narrower form it is that a claimant cannot recover for damage which is the consequence of a sentence imposed upon him for a criminal act; in its wider version it is that a claimant may not recover for damage which is the consequence of his own criminal act. Both versions of the rule are often in play as they are in the present case because it is said that recovery of the penalty likely to be imposed by the OFT is recovery for the consequence of a sentence for the criminal (or quasi-criminal) act of entering into an illegal agreement, whereas recovery of the costs of the OFT investigation is recovery for the consequences of making the illegal agreement. The main difference between the application of the two forms of the rule appears to be that there is no question of any causation problem in the application of the narrower version whereas difficult problems of causation may (in theory) arise if it is only the broader version of the rule on which reliance can be placed (para 51). The rationale of the maxim is the need for the criminal courts and the civil courts to speak with a consistent voice. It would be inconsistent for a claimant to be criminally and personally liable (or liable to pay penalties to a regulator such as the OFT) but for the same claimant to say to a civil court that he is not personally answerable for that conduct.’
Lloyd LJ said: ‘It follows that the ex turpi causa principle does apply to preclude the claimants from seeking to recover from the defendants either the amount of the eventual penalty (under the narrow version of the principle) or the costs of coping with the OFT investigation (under the wider version).’

Judges:

Longmore LJ, Lloyd LJ, Poill LJ

Citations:

[2011] 1 CLC 80, [2010] EWCA Civ 1472, [2011] 2 All ER 841, [2011] 1 Lloyd’s Rep 462, [2011] UKCLR 339

Links:

Bailii

Statutes:

Competition Act 1998

Jurisdiction:

England and Wales

Citing:

Appeal from – Safeway Stores Ltd and Others v Twigger and Others ComC 15-Jan-2010
. .

Cited by:

Cited – Coulson v Newsgroup Newspapers Ltd QBD 21-Dec-2011
The claimant had been employed by the defendant as editor of a newspaper. On leaving they entered into an agreement which the claimant said required the defendant to pay his legal costs in any action arising regarding his editorship. The defendant . .
Cited – Jetivia Sa and Another v Bilta (UK) Ltd and Others SC 22-Apr-2015
The liquidators of Bilta had brought proceedings against former directors and the appellant alleging that they were party to an unlawful means conspiracy which had damaged the company by engaging in a carousel fraud with carbon credits. On the . .
Lists of cited by and citing cases may be incomplete.

Company, Torts – Other

Updated: 31 August 2022; Ref: scu.427375

Progress Property Co Ltd v Moore and Another: ChD 15 Oct 2008

There had been a complex deal between companies transferring shares from one to another. It was now sought to have the transaction set aside on the basis that there had been such an undervaluation of its shares as to amount to an unlawful distribution of the company’s assets.
Held: The claim failed.

Judges:

David Donaldson QC J

Citations:

[2008] EWHC 2577 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Cited by:

At First Instance – 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 . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 29 August 2022; Ref: scu.401876

Adams v The Queen: PC 4 Nov 1994

(New Zealand) The defendant had been a managing director of Equitcorp. With other directors he was concerned with the company’s investments, and established a series of other companies and banks to hide fraudulent transactions. Equitcorp became insolvent, and he was charged with conspiracy to defraud.
Held: D’s appeal against conviction failed. On a charge of conspiracy to defraud causing economic loss, it was necessary to show prejudice or actual loss to the alleged victim. Since the company was entitled to secret profits made by a director, and the transaction had been designed to hide the assets from the company, the acts impeding the discovery of the transaction could found the conspiracy to defraud allegation, and he was properly convicted. His failure as a company director to disclose information which was lawfully required from him as to his secret profit, could itself amount to a fraud.

Citations:

Ind Summary 09-Jan-1995, Gazette 25-Jan-1995, Times 04-Nov-1994, [1995] 1 WLR 52

Jurisdiction:

England and Wales

Citing:

Cited – Regina v Governor of Pentonville Prison, Ex parte Tarling HL 1978
The Government of Singapore sought Mr Tarling’s extradition inter alia on two charges of conspiring in Hong Kong to steal shares in a Hong Kong company, the property of a Singapore Company.
Held: a conspiracy in Hong Kong to steal shares in a . .
Cited – Wai Yutsang v The Queen PC 14-Oct-1991
(Hong Kong) The defendant was chief accountant in a bank. He caused to be made false entries to fail to reflect the dishonouring of substantial cheques. He was charged alone on an allegation of conspiracy. His defence was that he merely obeyed the . .
Cited – Scott v Metropolitan Police Commissioner; Regina v Scott HL 20-Nov-1974
The defendant had been accused of conspiracy to produce pirate copies of films obtained by purchasing copies from cinema owners without the knowledge or consent of the copyright owners.
Held: To establish a conspiracy to defraud, it was not . .
Lists of cited by and citing cases may be incomplete.

Crime, Company

Updated: 27 August 2022; Ref: scu.77648

Secretary of State for Trade and Industry v Arif and Others: ChD 25 Mar 1996

The length of a director’s disqualification is not to be discounted for the time elapsed up to the hearing of the case. As to section 221 of the Companies Act, it : ‘has, at the least, two purposes. First, to ensure that those who are concerned in the direction and management of companies which trade with the privilege of limited liability, do maintain sufficient accounting records to enable them to know what the position of the company is from time to time. Without that information, they cannot act responsibly in making decisions whether to continue trading. But equally important is a second purpose. If the company fails, a licensed insolvency practitioner will become office holder; as liquidator or as administrator or as administrative receiver. The office holder requires information as to the company’s trading and transactions which is sufficient to enable him to identify and recover or exploit the company’s assets. His task is made extremely difficult, if not impossible, if the company has failed to comply with its obligations under s 221 of the 1985 Act.’

Citations:

Times 25-Mar-1996, [1997] 1 BCLC 34

Statutes:

Company Directors Disqualification Act 1986, Companies Act 1985 221

Jurisdiction:

England and Wales

Cited by:

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.

Company

Updated: 27 August 2022; Ref: scu.89112

Attwood v Small and Others: HL 1 Mar 1838

The plaintiffs had bought land including iron mines from the defendants. They sought and were given explicit re-assurances about the mine’s capacity, but these proved false after the plaintiffs had begun to work the mine themselves.
Held: (Lords Lyndhurst and Wynford dissenting) The contract could not be rescinded. There was no sufficient evidence of fraud, and because the plaintiffs had tested the re-assurances given and then relied upon that testing.

Citations:

[1838] UKHL J14, 7 ER 684, [1838] UKHL J60

Links:

Bailii, Bailii

Jurisdiction:

England and Wales

Citing:

See Also – Attwood v Small And Others 8-Nov-1827
. .
See Also – Attwood v Small And Others 9-Aug-1827
An agreement, contained by itself less than 1080 words, but there was in it a stipulation that a clause in a previous agreement, which was duly stamped, should be taken as part of the new agreement.
Held: That although with the clause referred . .
See Also – Attwood v Small 12-Dec-1827
Where a great number of exceptions were taken to an answer, and shortly before the argument the defendant submitted to answer them, in consequence of which, it was urged, that the answer was clearly evasive, and that the ordinary costs were greatly . .
See Also – Small And Others v Attwood And Others 3-May-1828
Amendment of pleadings . .
Cited – Small And Others v Attwood And Others 1-Nov-1832
Where a contract is entered into for the purchase of an estate by certain persons in their own names, but in fact on their own account, and also as agents for other parties, a bill to rescind the contract may be filed in the names of the agents and . .

Cited by:

At HL – Attwood v Small etc 22-Mar-1838
. .
See Also – Attwood v Small 1840
. .
Lists of cited by and citing cases may be incomplete.

Company, Torts – Other, Contract

Updated: 27 August 2022; Ref: scu.426444

Secretary of State for Business, Innovation and Skills v Doffman and Another: ChD 11 Oct 2010

The defendants applied for directors’ disqualification proceedings for the claim to be struck out or dismissed on the ground that the respondent had breached their rights to a fair trial under Article 6 of the European Convention on Human Rights and/or breached his duty to act fairly, in that they had failed to disclose material of assistance to the directors, and had allowed a bank have the run of the prosecution.
Held: The application failed. Though the consequences of a disqualification are serious, such proceedings were not criminal in nature, and the duties of the Secretary of State did not extend to supervision of the investigation, and nor to create a duty as to the collection of evidence, but only as to the disclosure of what had been assembled. The court suggested other possible remedies for a director who felt he had been treated unfairly. In this case the relevant documents had been disclosed, even if only tardily. The other complaints were matters capable of being dealt with by the judge on the hearing of the disqualification application, and went as to the strength of the case, not as to abuse. As to the obtaining of documentation: ‘section 7(4) may not entitle the Secretary of State to insist on the production of much, if anything, that a defendant could not have sought by means of an application for non-party disclosure.’

Judges:

Newey J

Citations:

[2010] EWHC 2518 (Ch), [2011] Bus LR 457

Links:

Bailii

Statutes:

Company Directors Disqualification Act 1986 7(4) 16, European Convention on Human Rights 6

Jurisdiction:

England and Wales

Citing:

Cited – Regina v Hennessey (Timothy) CACD 1978
The court considered the obligations of the prosecution on disclosure. The courts must: ‘keep in mind that those who prepare and conduct prosecutions owe a duty to the courts to ensure that all relevant evidence of help to an accused is either led . .
Cited – Sinclair v Her Majesty’s Advocate PC 11-May-2005
(Devolution) The defendant complained that the prosecutor had failed to disclose all the witness statements taken, which hid inconsistencies in their versions of events.
Held: The appeal was allowed. It was fundamental to a fair trial that the . .
Cited – Jespers v Belgium ECHR 1981
ECHR (Commission) Article 6, paragraph I of the Convention
(a) A virulent press campaign can, in certain circumstances, adversely affect the fairness of a trial and involve the State’s responsibility, . .
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 – Regina v Ward (Judith) CACD 15-Jul-1992
The defendant had been wrongly convicted of IRA bombings. She said that the prosecution had failed to disclose evidence.
Held: The prosecution’s forensic scientists are under a common law duty to disclose to the defence anything they may . .
Cited – Edwards v The United Kingdom ECHR 16-Dec-1992
The fact that the elderly victim of the robbery of which the defendant had been convicted had failed to pick out Mr Edwards when she was shown two volumes of photographs of possible burglars which included his photograph was not disclosed to the . .
Cited – Re Walter L Jacob Ltd CA 1989
Having authorised an enquiry under section 447, the Secretary of State presented a winding-up petition of the respondent, an authorised dealer in securities. The company had been obliged to cease trade by its regulatory body. The judge held that the . .
Cited – Dombo Beheer BV v The Netherlands ECHR 27-Oct-1993
‘under the principle of equality of arms, as one of the features of the wider concept of a fair trial, each party must be afforded a reasonable opportunity to present his case under conditions that do not place him at a disadvantage vis-a-vis his . .
Cited – Re Moonlight Foods Ltd , Secretary of State for Trade and Industry v Hickling 1996
The Secretary of State, when presenting an application for the disqualification of a company director is obliged to present a balanced picture. ‘It is accepted that these are not ordinary adversarial proceedings but have an element of public . .
Cited – British Broadcasting Corporation v United Kingdom ECHR 18-Jan-1996
(Commission – Admissibility) The Corporation complained that it had been served with a witness summons obliging it to to hand over materials in its possession, both broadcast and not-broadacst being coverage of a riot. . .
Cited – Arrow Nominees Inc and Another v Blackledge and Others CA 22-Jun-2000
A petition had been lodged alleging unfair prejudice in the conduct of the company’s affairs. The defendants alleged that when applying for relief under section 459, the claimants had attempted to pervert the course of justice by producing forged or . .
Cited – Re Finelist Limited ChD 2004
Laddie J discussed the seriousness of the consequences of a director’s disqualification, saying: ‘It is the seriousness of these consequences and the fact that such orders are sought by the [Secretary of State] on behalf of the public which should . .
Cited – Official Receiver v Stern and Another CA 20-Nov-2001
The director appealed against a 12 year disqualification. The basis of the disqualification was unlawful trading to the detriment of creditors, and taking excess drawings. . .

Cited by:

Cited – Cathie and Another v Secretary of State for Business, Innovation and Skills CA 1-Jun-2012
The directors appealed against disqualification orders made against them under the 1986 Act. Their company had become insolvent, owing substantial arrears of PAYE and NI contributions. The revenue had said that they had paid other creditors first. . .
Lists of cited by and citing cases may be incomplete.

Company, Human Rights, Litigation Practice

Updated: 26 August 2022; Ref: scu.425967

The Prudential Assurance Company Ltd and Others v Revenue and Customs: ChD 5 Nov 2010

The company challenged the respondents rules for taxation of foreign dividends, saying that the rules contravened European Law in the fundamental freedoms of establishment and movement of capital.

Judges:

Henderson J

Citations:

[2010] EWHC 2811 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

European, Company

Updated: 26 August 2022; Ref: scu.425785

Neville (As Administrator of Unigreg Ltd) and Another v Krikorian and others: CA 4 Jul 2006

The liquidator appealed refusal of the court to make liable one director who had unknowingly allowed company funds to be loaned unlawfully to a co-director.
Held: The section imposed liability on one director for unlawful arrangements made by another. ‘If annual accounts are approved which do not comply with the requirements of the Act, every director of the company who is party to their approval and who knows that they do not comply or is reckless as to whether they comply is guilty of an offence; and, for that purpose, every director of the company at the time that the accounts are approved shall be taken to be a party to their approval unless he shows that he took all reasonable steps to prevent their being approved’. Where an arrangement or transaction is made by a company for a director of the company in contravention of section 330 of the Act, section 341(2)(b) imposes liability ‘to indemnify the company for any loss or damage resulting from the arrangement or transaction’ on any other director of the company ‘who authorised the arrangement or transaction’, and it is important, therefore, both in the context of sub-section (2) and in the context of sub-section (5), to identify the ‘arrangement or transaction’ which is said to be in contravention of section 330 of the Act.

Judges:

Chadwick LJ, Dyson LJ, Sir Martin Nourse

Citations:

[2006] EWCA Civ 943, Times 21-Jul-2006

Links:

Bailii

Statutes:

Companies Act 1985 330(2)(a)

Jurisdiction:

England and Wales

Company, Insolvency

Updated: 26 August 2022; Ref: scu.242977

Fanmailuk.Com Ltd and Another v Cooper and Others: ChD 21 Oct 2010

A claimant sought an order for disclosure of documents by a third party bank, SCB. The company wished to allege that former directors had misappropriated a business opportunity for their own private purposes.

Judges:

Morgan J

Citations:

[2010] EWHC 2647 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Litigation Practice, Company, Torts – Other

Updated: 25 August 2022; Ref: scu.425383

Clarkson and Another v Davies and Others: PC 23 Oct 1922

Ontario – Discussing the Taylor case, the Board said: ‘ . . it was there laid down that there is a distinction between a trust which arises before the occurrence of the transaction impeached and cases which arise only by reason of that transaction.’

Citations:

[1922] UKPC 79, [1923] AC 100

Links:

Bailii

Jurisdiction:

Canada

Citing:

Cited – Taylor v Davies PC 19-Dec-1919
(Ontario) An assignee for the benefit of creditors conveyed mortgaged property to the mortgagee in satisfaction of part of the debt due to him. The mortgagee was also one of the inspectors required by the Canadian legislation to supervise the . .

Cited by:

Cited – Halton International Inc Another v Guernroy Ltd CA 27-Jun-2006
The parties had been involved in investing in an airline to secure its future, but it was now said that one party had broken the shareholders’ or voting agreement in not allowing further investments on a pari passu basis. The defendants argued that . .
Lists of cited by and citing cases may be incomplete.

Company, Trusts, Limitation

Updated: 23 August 2022; Ref: scu.422885

The Egyptian Salt and Soda Company Limited v The Port Said Salt Association Limited: PC 21 Apr 1931

(Egypt) Disapproving the trial judge’s reliance on ‘surrounding circumstances at the time when the memorandum was framed’, Lord Macmillan said that ‘the purpose of the memorandum is to enable shareholders, creditors and those who deal with the company to know what is its permitted range of enterprise, and for this information they are entitled to rely on the constituent documents of the company’ and that the ‘intention of the framers of the memorandum must be gathered from the language in which they have chosen to express it’.

Judges:

Lord MacMillan

Citations:

[1931] UKPC 47, [1931] AC 677

Links:

Bailii

Jurisdiction:

Commonwealth

Cited by:

Cited – BNY Mellon Corporate Trustee Services Ltd v LBG Capital No 1 Plc and Another SC 16-Jun-2016
The Court was asked whether Lloyds Banking Group was entitled to redeem 3.3 billion pounds of loan notes which would otherwise carry a relatively high rate of interest, namely over 10% per annum. The loan notes are contingent convertible securities . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 22 August 2022; Ref: scu.421675

Aerostar Maintenance International Ltd and Another v Wilson and Others: ChD 30 Jul 2010

The claimant sought damages alleging the defendant’s failures breach of fiduciary duty as director.
Held: In a claim of dishonest assistance in a breach of duty some dishonesty on the part f the defendant is a part of the claim.

Judges:

Morgan J

Citations:

[2010] EWHC 2032 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Cited by:

Principal judgment – Aerostar Maintenance International Ltd and Another v Wilson and Others ChD 4-May-2012
. .
Cited – Jeremy D Stone Consultants Ltd and Another v National Westminster Bank Plc and Another ChD 11-Feb-2013
The claimants asserted an equitable claim against funds held by the defendant bank in the name of a company owned by another defendant who they said defrauded them through a Ponzi investment scheme.
Held: The claim failed. On the evidence, the . .
Lists of cited by and citing cases may be incomplete.

Company, Torts – Other

Updated: 22 August 2022; Ref: scu.421235

Overseers of the Savoy v Art Union of London Limited: QBD 1894

AL Smith LJ considered the objects of the company: ‘If the other object be only a means to the one end . . then the Society has a sole and exclusive object and not another object subsidiary thereto’.

Judges:

AL Smith LJ

Citations:

[1894] 2 QB 609

Jurisdiction:

England and Wales

Cited by:

Cited – Royal College of Nursing v Borough of St Marylebone CA 27-Oct-1959
The College sought exemption from rates in respect of a nurses’ home saying that its objects made it a charitable organisation. It was not conducted for profit, but appeared to have two main purposes.
Held: Each of the purposes must be . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 22 August 2022; Ref: scu.276467

Re Exchange Banking Co, Flitcroft’s Case: CA 1882

For several years, the company had paid dividends drawn against false accounts, and paid them to the directirs as shareholders. When in insolvent liquidation, the copany sued thosee directors for the return of all the dividends wrongly paid out.
Held: Sir George Jessel MR and Brett LJ held unequivocally that the dividends were recoverable in full, and would have been even had the company remained solvent.
Cotton LJ drew a distinction, saying: ‘The corporation is not the mere aggregate of shareholders. If the corporation were suing for the purpose of paying over again to the shareholders what the shareholders had already received the Court would not allow it. But that is not the case here, the company is insolvent, and there is no objection to allowing it to get back its funds for the purpose of paying debts. The case of the liquidator is stronger, for in some respects he, as a quasi trustee for creditors as well as shareholders, stands in a different position from the company. But I rely on this, that the money was not paid to the corporation, but was paid improperly to individuals, and the corporation can sue the directors to get it back that it may be applied in payment of the debts of the corporation.’
Sir George Jessel MR said: ‘A limited company by its memorandum of association declares that its capital is to be applied for the purposes of the business. It cannot reduce its capital except in the manner and with the safeguards provided by statute . . There is a statement that the capital shall be applied for the purposes of the business, and on the faith of that statement, which is sometimes said to be an implied contract with creditors, people dealing with the company give it credit. The creditor has no debtor but that impalpable thing the corporation, which has no property except the assets of the business. The creditor, therefore, I may say, gives credit to that capital, gives credit to the company on the faith of the representation that the capital shall be applied only for the purposes of the business, and he has therefore a right to say that the corporation shall keep its capital and not return it to the shareholders, though it may be a right which he cannot enforce otherwise than by a winding-up order.’

Judges:

Cotton LJ, Sir George Jessel MR and Brett LJ

Citations:

(1882) 21 Ch D 519

Jurisdiction:

England and Wales

Cited by:

Cited – Holland v Revenue and Customs and Another SC 24-Nov-2010
The Revenue sought an order under section 212 of the 1986 Act, for payment of the tax debts of the insolvent company by a de facto director. H had organised a scheme under which IT contractors had worked through companies created by him under a . .
Lists of cited by and citing cases may be incomplete.

Company

Leading Case

Updated: 21 August 2022; Ref: scu.467093

English and Scottish Mercantile Investment Co Ltd v Brunton: CA 1892

A debenture contained provisions that would normally have created a simple floating charge but which included a restriction on the chargor company from granting any prior charge on the assets in question. The chargor subsequently granted a charge over a fund that was one of those assets. The only issue was whether the chargee of the fund, who was aware of the existence of the debenture, had constructive knowledge of the restriction.
Held: He did not, but had the chargee had such knowledge, its security would have ranked after the debenture.

Citations:

[1892] 2 QB 700

Jurisdiction:

England and Wales

Cited by:

Cited – National Westminster Bank Plc v Spectrum Plus Ltd; In re Spectrum Plus CA 26-May-2004
The court was asked whether a charge given over book debts in a debenture was floating or fixed.
Held: Since the charge asserted some control over receipt of the payments, it was a fixed charge. Upon payment into the account, title to the . .
Lists of cited by and citing cases may be incomplete.

Banking, Company

Updated: 20 August 2022; Ref: scu.198019

Beaver v The Master In Equity of The Supreme Court of Victoria: PC 29 Jan 1895

(Victoria) The Board was asked whether a share in a partnership was subject to etsate duties on the death of the partner.

Judges:

Lord Hesrchell LC, Watson, Hobhouse, MacNaghten, Shand LL

Citations:

[1895] UKPC 2, [1895] AC 251

Links:

Bailii

Commonwealth, Taxes – Other, Company, Wills and Probate

Updated: 19 August 2022; Ref: scu.417404

Durham Tees Valley Airport Ltd v BMIbaby Ltd and Another: CA 5 May 2010

Whilst it is correct that damages for breach of contract are assessed on the basis that the party in breach would have performed the contract in the manner least onerous to it, the court will make its counterfactual assessment on the basis that the parties would have acted in good faith albeit with their own commercial interests in mind. Patten LJ said: ‘The court, in my view, has to conduct a factual inquiry as to how the contract would have been performed had it not been repudiated. Its performance is the only counter-factual assumption in the exercise. On the basis of that premise, the court has to look at the relevant economic and other surrounding circumstances to decide on the level of performance which the defendant would have adopted. The judge conducting the assessment must assume that the defendant would not have acted outside the terms of the contract and would have performed it in his own interests having regard to the relevant factors prevailing at the time. But the court is not required to make assumptions that the defaulting party would have acted uncommercially merely in order to spite the claimant. To that extent, the parties are to be assumed to have acted in good faith although with their own commercial interests very much in mind.’

Judges:

Mummery, Toulson, Patten LLJ

Citations:

[2010] EWCA Civ 485, [2011] 1 Lloyds Rep 68

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

Appeal from – Durham Tees Valley Airport Ltd v BMI Baby Ltd and Another ChD 30-Apr-2009
. .

Cited by:

Cited – Jet2Com Ltd v SC Compania Nationala De Transporturi Aeriene Romane Tarom Sa ComC 15-Mar-2012
The parties had contracted for the defendant to maintain certain of the claimant’s aircraft. Each now asserted breach by the other.
Held: Neither the terms of the contract nor its character made time of the essence for the payments to be made . .
Cited – Mr H TV Ltd v ITV2 Ltd ComC 8-Oct-2015
The claimant had contracted with the defendant for the production of a series of reality TV shows featuring celebrities. After severe personal clashes between the people involved on the claimants side, the contract was terminated. The claim was that . .
Lists of cited by and citing cases may be incomplete.

Contract, Company

Updated: 17 August 2022; Ref: scu.414591

Hilmi and Associates Ltd v 20 Pembridge Villas Freehold Ltd: CA 30 Mar 2010

The tenants gave a notice seeking to exercise their right to acquire the freehold building. The landlord challenged the validity of the notice saying that for a company tenant, the notice had been signed only by a director using his own name with the word ‘Director’.
Held: Sections 99(5) and 13 made a distinction between a document which had to be signed by the company rather than elsewhere where a document could be signed on its behalf.

Judges:

Ward, Lloyd, Pitchford LJJ

Citations:

[2010] EWCA Civ 314, [2010] 1 WLR 2750, [2010] 15 EG 94 (CS), [2010] 3 All ER 391, [2010] HLR 34, [2010] 25 EG 104, [2010] NPC 42

Links:

Bailii

Statutes:

Leasehold Reform Housing and Urban Development Act 1993 13, Companies Act 1989 130, Law of Property (Miscellaneous Provisions) Act 1989 1, Companies Act 2006 44

Jurisdiction:

England and Wales

Citing:

Cited – Cascades and Quayside Ltd v Cascades Freehold Ltd CA 6-Dec-2007
Gibson LJ said: ‘it is not in dispute that the purpose of section 99(5) in requiring the tenant himself to sign it and not allowing an agent to do so, must have been so that the tenant really knew what he was doing.’ . .
Cited – St Ermins Property Company Limited v Tingay ChD 2002
A signature by an agent appointed under a power of attorney did not satisfy the statutory requirement of signature by the tenant on a section 13 notice. . .

Cited by:

Cited – Williams and Others v Redcard Ltd and Others CA 20-Apr-2011
The parties disputed whether the defendant company had effectively executed a contract for the sale of land. Two authorised signatories of the company had signed it, but there was no wording to attribute their acts to the company.
Held: The . .
Lists of cited by and citing cases may be incomplete.

Company, Landlord and Tenant

Updated: 16 August 2022; Ref: scu.406566

Gorne v Scales and others: CA 29 Mar 2006

Although the damages to be awarded at the end of a lease for the tenant’s breach of his covenant to repair are to be assessed at the time when the lease comes to an end, subsequent events can be taken into account if they relate to the bases of valuation and thus throw light upon it.

Judges:

Lord Justice Ward Lord Justice Moore-Bick

Citations:

[2006] EWCA Civ 311

Links:

Bailii

Jurisdiction:

England and Wales

Cited by:

Cited – Latimer and Another v Carney and others CA 27-Oct-2006
The landlords appealed disissal of their request for relief against their tenants for non-repair of the premises. The judge had held that the landlord had not provided appropriate evidence of the damage and costs of repair which it claimed.
Lists of cited by and citing cases may be incomplete.

Company, Landlord and Tenant

Updated: 16 August 2022; Ref: scu.239749

HL Bolton (Engineering) Co Ltd v TJ Graham and Sons Ltd: CA 1957

The landlord asserted that a tenancy should not be renewed and claimed to have held the freehold for more than 5 years.
Held: The Landlord had only become the reversioner to the lease after accepting a surrender of the head lease. The Act referred to the landlord having purchased his interest. That had not happened, and he was entitled to rely upon ground 30(1)(g).
The court considered the nature of a company. Lord Denning LJ said: ‘A company may in many ways be likened to a human body. It has a brain and nerve centre which controls what it does. It also has hands which hold the tools and act in accordance with directions from the centre. Some of the people in the company are mere servants and agents who are nothing more than hands to do the work and cannot be said to represent the mind or will. Others are directors and managers who represent the directing mind and will of the company, and control what it does. The state of mind of these managers is the state of mind of the company and is treated by the law as such. So you will find that in cases where the law requires personal fault as a condition of liability in tort, the fault of the manager will be the personal fault of the company. That is made clear in Lord Haldane’s speech in Lennard’s Carrying Co. Ltd v Asiatic Petroleum Co. Ltd. So also in the criminal law, in cases where the law requires a guilty mind as a condition of a criminal offence, the guilty mind of the directors or the managers will render the company itself guilty. That is shown by Rex v I.C.R. Haulage Ltd., to which we referred and in which the court said:
‘Whether in any particular case there is evidence to go to a jury that the criminal act of an agent, including his state of mind, intention, knowledge or belief is the act of the company . . must depend on the nature of the charge, the relative position of the officer or agent, and the other relevant facts and circumstances of the case.’
So here, the intention of the company can be derived from the intention of its officers and agents. Whether their intention is the company’s intention depends on the nature of the matter under consideration, the relative position of the officer or agent and the other relevant facts and circumstances of the case.’

Judges:

Denning LJ

Citations:

[1957] 1 QB 159, [1956] 3 All ER 624

Statutes:

Landlord and Tenant Act 1954

Jurisdiction:

England and Wales

Citing:

Cited – 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 . .

Cited by:

Cited – KR and others v Royal and Sun Alliance Plc CA 3-Nov-2006
The insurer appealed findings of liability under the 1930 Act. Claims had been made for damages for child abuse in a residential home, whom they insured. The home had become insolvent, and the claimants had pursued the insurer.
Held: The . .
Cited – Willis v Association of Universities of the British Commonwealth CA 1965
The landlord resisted renewal of the business tenancy saying that he intended to occupy the premises himself. The Court was asked whether the landlord could show the necessary intention under section 30(1)(g) where it intended to occupy the premises . .
Lists of cited by and citing cases may be incomplete.

Landlord and Tenant, Company

Updated: 15 August 2022; Ref: scu.216668

BSA International Sa v Irvine and Others: SCS 28 Jan 2010

Outer House – further opinion

Citations:

[2010] ScotCS CSOH – 12, [2010] CSOH 12

Links:

Bailii

Citing:

See Also – BSA International Sa v Irvine and Others SCS 27-May-2009
Opinon – the defenders had sold their shares in a company to the pursuer under a share purchase agreement. The pursuers asserted negligent misrepresentation and breach of warranty . .
Lists of cited by and citing cases may be incomplete.

Scotland, Company, Torts – Other

Updated: 14 August 2022; Ref: scu.401928

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

Shareholders sought relief for unfairly prejudicial conduct by the majority shareholder.

Judges:

David Richards J

Citations:

[2010] EWHC 230 (Ch)

Links:

Bailii

Statutes:

Companies Act 2006 994

Jurisdiction:

England and Wales

Citing:

See Also – Re Woven Rugs Ltd ChD 2002
. .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 14 August 2022; Ref: scu.401799

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

The claimant had alleged unfair prejudice in the conduct of the business. The court considered an appeal on the valuation of the shares ordered to be purchased.

Judges:

Rix, Moses, Rimer LJJ

Citations:

[2010] EWCA Civ 23, [2010] 2 BCLC 459

Links:

Bailii

Statutes:

Companies Act 2006 994

Jurisdiction:

England and Wales

Cited by:

Cited – F and C Alternative Investments (Holdings) Ltd v Barthelemy and Another ChD 14-Jul-2011
The parties applied to the court for a conclusion to their action without the draft judgment being handed down and published, they having reached agreement.
Held: It was within the judge’s discretion and in this in the public interest for the . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 13 August 2022; Ref: scu.396374

Condliffe and Another v Sheingold: CA 31 Oct 2007

The defendant had taken an assignment of the goodwill of a restaurant from the company of which she was a director. The plaintiffs as assignees of any claims of the company, now in liquidation, said that she was liable to account to them for the goodwill.
Held: The judge had been incorrect in not finding that the defendant had misappropriated the goodwill of the business.

Judges:

Ward LJ, Arden LJ, Smith LJ

Citations:

[2007] EWCA Civ 1043

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

Cited – Commissioners of Inland Revenue v Muller and Co Margarine HL 1901
The House considered the liability, or not, to stamp duty of an agreement made in the UK. Under the Stamp Act 1891 an agreement made in the UK for the sale of any estate or interest in any property except lands or property locally situate out of the . .
Cited – Butler v Evans 1980
The question of the ownership of goodwill in a company is a question of fact. . .
Cited – Murad and Another v Al Saraj and Another CA 29-Jul-2005
An account of profits is available without proof of loss, and the onus is upon the defaulting party to show that profits are not ones for which he should account . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 13 August 2022; Ref: scu.260141

Qureshi (Liquidator of Edgware Constitutional Club Ltd) v Association of Conservative Clubs Ltd: ChD 9 May 2019

The question in issue in this application is whether the current members of an incorporated club can decide to sell off the club’s assets, wind up the club’s operations and distribute the club’s hefty surplus amongst themselves.

Judges:

Sarah Worthington QC

Citations:

[2019] EWHC 1165 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Company

Updated: 11 August 2022; Ref: scu.640874

Enviroco Ltd v Farstad Supply A/S: CA 18 Dec 2009

A company which would otherwise undoubtedly be the subsidiary of another company ceased to be so when the shares in the former company were charged by the latter company to a Scottish bank.

Judges:

Mummery, Longmore, Patten LJJ

Citations:

[2009] EWCA Civ 1399, [2010] 1 BCLC 477, [2010] Bus LR 1008, [2010] 2 All ER 1013, [2010] 2 All ER (Comm) 46

Links:

Bailii

Statutes:

Companies Act 1985 736

Jurisdiction:

England and Wales

Citing:

See Also – Farstad Supply As v Enviroco Ltd and Another SCS 23-Apr-2008
(Outer House) The pursuers alleged that the defendant service company was responsible in negligence for damage by fire to its oil rig supply vessel. It was said that oil they had failed to clear was released by piping when opened flowing onto a hot . .
Appeal from – Enviroco Ltd v Farstad Supply A/S ChD 22-May-2009
. .
See Also – Farstad Supply AS v Enviroco Ltd and Another SCS 1-May-2009
. .

Cited by:

See Also – Farstad Supply As v Enviroco Ltd SC 5-May-2010
The defendants (E) were liable to F after a serious offshore accident, but sought a contribution from a third party (A), the main charterers, seeking to rely on section 3(2) o the 1940 Act saying that ‘if sued they might have been liable’. The court . .
Appeal from – Farstad Supply As v Enviroco Ltd SC 6-Apr-2011
The court was asked by the parties to a charterparty whether one of them is an ‘Affiliate’ of the charterer for the purposes of provisions in a charterparty by which both the owner and the charterer agreed to indemnify and hold each other harmless . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 11 August 2022; Ref: scu.392508