Category: Company

OTS Logistics Belgium Nv and Another v Clarke and Another: QBD 6 Dec 2010

The court heard an application by the Claimants for an interim injunction to restrain what were said to be breaches of covenants contained in a share Sale and Purchase Agreement and a Directors Service Agreement.

Judges:

Christopher Clarke J

Citations:

[2010] EWHC 3202 (QB)

Links:

Bailii

Jurisdiction:

England and Wales

Company, Contract

Updated: 17 July 2022; Ref: scu.427040

A Company: ChD 19 Jan 2005

Application by the company for an injunction restraining the Respondent, Publishing 2000 Group Limited from presenting a winding up petition against the company in reliance on a statutory demand.

Judges:

Rimer J

Citations:

[2005] EWHC 3551 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Company, Insolvency

Updated: 17 July 2022; Ref: scu.270425

Cartesio Oktato es Szolgaltato bt: ECJ 22 May 2008

ECJ Freedom Of Establishment – Opinion – Reference for a preliminary ruling from the Szegedi Itel -‘tabla (Hungary)

Judges:

Poiares Maduro AG

Citations:

[2008] BCC 745, [2008] ECR I-9641, C-210/06, [2008] EUECJ C-210/06 – O

Links:

Bailii

Cited by:

Opinion – Cartesio Oktato es Szolgaltato bt ECJ 16-Dec-2008
ECJ Grand Chamber – Transfer of a company seat to a Member State other than the Member State of incorporation ‘ Application for amendment of the entry regarding the company seat in the commercial register ‘ . .
Lists of cited by and citing cases may be incomplete.

European, Company

Updated: 15 July 2022; Ref: scu.268812

Re Arrows Ltd No 4: HL 1995

The Court of Appeal had allowed an appeal from the judge who had directed that the transcripts of examinations of a director of an insolvent company under section 236 on the Director of the Serious Fraud Office undertaking that the transcripts would not be used save in the circumstances specified in section 2(8) of the 1987 Act. The result was that the transcripts should be made available to the director without condition.
Held: The appeal was dismissed.
Lord Browne-Wilkinson said: ‘The inevitable effect of a witness in civil proceedings claiming the privilege against self-incrimination is to deprive the opposite party and the court of evidence relevant to the dispute under consideration. Until recently, this has not given rise to much litigation. But the recent upsurge of financial fraud, particularly in relation to companies, has raised in an acute form the conflict between the witness’s basic right to rely on the privilege on the one hand and the public interest in successfully pursuing and recovering the fruits of such fraud.’ and ‘Only Parliament can weigh the conflicting public interests as between the demands of justice to the accused, the need to obtain the information for the purposes of civil proceedings (including investigatory proceedings) and the public interest in the successful prosecution of those guilty of fraud.’
Lord Browne-Wilkinson said: ‘In my view, where information has been obtained under statutory powers the duty of confidence owed on the Marcel principle cannot operate so as to prevent the person obtaining the information from disclosing it to those persons to whom the statutory provisions either require or authorise him to make disclosure.’

Judges:

Lord Browne-Wilkinson

Citations:

[1995] 2 AC 75

Statutes:

Insolvency Act 1986 236, Criminal Justice Act 1987 2(8)

Jurisdiction:

England and Wales

Citing:

Appeal from – Re Arrows Ltd (No 4) CA 8-Apr-1993
A Civil Court cannot stop the Serious Fraud Office using evidence which had been gathered under compulsion during Insolvency interviews under s236. Any element of confidentiality was overriden. . .
Cited – Marcel v Commissioner of Police of the Metropolis CA 1992
A writ of subpoena ad duces tecum had been issued requiring the production by the police for use in civil proceedings of documents seized during a criminal fraud investigation. The victim of the fraud needed them to pursue his own civil case.

Cited by:

Cited – C Plc and W v P and Secretary of State for the Home Office and the Attorney General ChD 26-May-2006
The claimant sought damages from the first defendant for breach of copyright. An ex parte search order had been executed, with the defendant asserting his privilege against self-incrimination. As computer disks were examined, potentially unlawful . .
Cited – Ingenious Media Holdings Plc and Another, Regina (on The Application of) v Revenue and Customs SC 19-Oct-2016
The tax payer complained that the Permanent Secretary for Tax had, in an off the record briefing disclosed tax details regarding a film investment scheme. Despite the off the record basis, details were published in a newspaper. His claims had been . .
Lists of cited by and citing cases may be incomplete.

Company, Insolvency, Human Rights

Updated: 15 July 2022; Ref: scu.242454

In re Jeffrey S Levitt Ltd: ChD 1992

The provisions of the two Acts are intended to be part of the same statutory scheme and are to be read in combination.

Judges:

Vinelott J

Citations:

[1992] Ch 457

Statutes:

Company Directors’ Disqualification Act 1986, Insolvency Act 1986

Jurisdiction:

England and Wales

Cited by:

Cited – Official Receiver v Wadge Rapps and Hunt (a firm) and another and two other actions HL 31-Jul-2003
(Orse In re Pantmaenog Timber Co Ltd)
The Receiver sought to use information obtained under section 236 (documents recovered from the directors’ solicitors) in disqualification proceedings.
Held: The appeal succeeded. The Act had . .
Lists of cited by and citing cases may be incomplete.

Company, Insolvency

Updated: 15 July 2022; Ref: scu.186358

Re Chez Nico: 1992

The court considered the liability of directors to a company’s shareholders where a fiduciary duty to be open was broken.

Citations:

[1992] BCLC 192

Jurisdiction:

England and Wales

Cited by:

Cited – Bruce Peskin; Kevin Milner v John Anderson and Others CA 14-Dec-2000
The Royal Automobile Club (RAC) had been demutualised. The claimants were former members who sought damages from former directors because they had received no benefit. They had ceased to be members before the re-organisation and claimed they should . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 15 July 2022; Ref: scu.185795

First Independent Factors and Finance Ltd v Mountford: ChD 23 Apr 2008

The claimant factors sought to attach personal liability to the debts of the company to the defendant director saying that he was in breach of section 216.

Judges:

Lewison J

Citations:

[2008] EWHC 835 (Ch)

Links:

Bailii

Statutes:

Insolvency Act 1986 216

Jurisdiction:

England and Wales

Company, Insolvency

Updated: 14 July 2022; Ref: scu.267061

Oxford Legal Group Ltd v Sibbasbridge Services Plc and Another: CA 18 Apr 2008

The claimant appealed against refusal of an order allowing it to inspect the company’s accounts.
Held: That an inspection was intended to damage the company was not the only ground for refusing access. There was here a serious issue about the purpose of the inspection, and a section 459 application was due to be heard.

Judges:

Lord Justice Hughes, Lord Justice Toulson and Sir John Chadwick

Citations:

[2008] EWCA Civ 387, Times 15-May-2008, [2008] Bus LR 1244

Links:

Bailii

Statutes:

Companies Act 1985 222

Jurisdiction:

England and Wales

Cited by:

Cited – Seery v Leathes Prior (A Firm) QBD 24-Jan-2017
The claimant alleged professional negligence against his former solicitors in the settlement of his claim against his former partners.
Held: The claim failed. There had been no clear duty to give the advice the claimant said should have been . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 14 July 2022; Ref: scu.266984

Dickson v National Bank of Scotland: HL 17 May 1917

Bank – Partnership – Deposit – Receipt – Dissolution of Firm – Payment by Bank to Partner of Dissolved Firm on Signature by him of Firm-Name – Partnership Act 1890 (53 and 54 Vict. cap. 39), sec. 38.

Judges:

Lord Chancellor (Finlay), Lord Dunedin, Lord Shaw, Lord Parker, and Lord Wrenbury

Citations:

[1917] UKHL 449, 54 SLR 449

Links:

Bailii

Jurisdiction:

Scotland

Banking, Company

Updated: 14 July 2022; Ref: scu.631005

Paterson v R Paterson and Sons, Ltd, and Others: HL 26 Oct 1916

The articles of association of a private company provided that table A of the first schedule of the Companies (Consolidation) Act 1908 should apply ‘only so far as they are not excluded, altered, or modified by the following provisions.’ Article 12 provided that ‘after allowing for all charges, including the payment of directors’ salaries, the profits of the company shall be applied’ in a particular way among the shareholders.
Held that article 12 was not consistent with clause 99 of table A, which provides for the directors setting aside out of profits sums to a reserve fund, and consequently that the directors had not power to do so.

Judges:

Earl Loreburn, Viscount Haldane, Lord Kinnear, Lord Shaw, and Lord Parmoor

Citations:

[1916] UKHL 19, 54 SLR 19

Links:

Bailii

Jurisdiction:

Scotland

Company

Updated: 14 July 2022; Ref: scu.630691

Re Unilever Plc: ChD 5 Sep 2018

Application under s.896 of the Companies Act, 2006 for permission to convene a meeting of its members for the purpose of considering and, if thought fit, approving a scheme of arrangement in relation to Unilever Plc

Judges:

Nugee J

Citations:

[2018] EWHC 2546 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Company

Updated: 14 July 2022; Ref: scu.628922

Copsey and Another, Regina v: CACD 16 Jul 2008

The defendants appealed against conviction saying that the judge had improperly intervened to allow the impression that he did not believe them.
Held: The appeals succeeded.

Citations:

[2008] EWCA Crim 2043

Links:

Bailii

Jurisdiction:

England and Wales

Cited by:

Cited – Marchant, Regina v CACD 23-Nov-2018
The defendant appealed his conviction for rape saying that the judge had improperly intervened to prevent him presenting his case properly.
Held: The appeal was dismissed. Although the judge had overstepped the proper boundaries in his . .
Lists of cited by and citing cases may be incomplete.

Crime, Company

Updated: 13 July 2022; Ref: scu.276947

Taff Vale Railway Co v Amalgamated Society of Railway Servants: HL 22 Jul 1901

A trade union, an unincorporated association, could be sued in its own name despite the absence of any statutory provision permitting it. Lord Lindley said that the problem of how to adapt legal proceedings to unincorporated societies consisting of many members was by no means new, and that the rules of common law had had to be altered to meet them.

Judges:

Lord Lindley

Citations:

[1901] UKHL 1, [1901] AC 426

Links:

Bailii

Jurisdiction:

England and Wales

Cited by:

Cited – Regina v RL and JF CACD 28-Aug-2008
Club, not members, prosecutable for breach
The Environment Agency appealed against dismissal of charges against the defendants who were officers in an unincorporated members’ golf club on whose land there had been pollution. The judge had ruled that the unincorporated association could have . .
Cited – North London Central Mosque Trust (A Charity) v Policy Exchange and Another QBD 26-Nov-2009
The defendant asserted that the claimant had no capacity (by way of identity) to allow it to sue in defamation.
Held: North London Central Mosque Trust lacks capacity. It is not an entity capable of suing for libel: ‘Parliament has not . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 13 July 2022; Ref: scu.263835

Imperial Group Pension Trust Ltd v Imperial Tobacco Ltd: 1991

A company pension scheme had been operating for many years, with increases being provided for under one rule. A new rule was introduced to provide regular increases. The company was taken over, and the trustees sought clarification of the company’s obligations.
Held: The new rule provided a minimum increase but no right for the trustees to grant unilateral increases above that minimum. It was not possible to imply a condition of reasonableness as to the exercise of the company’s discretion, but there was an obligation to act in good faith as in every contract of employment. There existed an implied obligation that the discretion should not be exercised so as to destroy or seriously damage the relationship of trust and confidence between the company and its employees and former employees. The power of the company to withhold consent to benefit increases must be exercised in good faith. ‘Pension scheme trusts are of quite a different nature to traditional trusts. The traditional trust is one under which the settlor, by way of bounty, transfers property to trustees to be administered for the beneficiaries as objects of his bounty. Normally, there is no legal relationship between the parties apart from the trust. The beneficiaries have given no consideration for what they receive. The settlor, as donor, can impose such limits on his bounty as he chooses, including imposing a requirement that the consent of himself or some other person shall be required to the exercise of the powers. As the Court of Appeal have pointed out in Mihlenstedt v. Barclays Bank International Ltd [1989] I.R.L.R. 522 a pension scheme is quite different. Pension benefits are part of the consideration which an employee receives in return for the rendering of his services. In many cases, including the present, membership of the pension scheme is a requirement of employment. In contributory schemes, such as this, the employee is himself bound to pay for his or her contributions. Beneficiaries of the scheme, the members, far from being volunteers have been given valuable consideration. The company employer is not conferring a bounty. In my judgment, the scheme is established against the background of such employment and falls to be interpreted against that background’
Sir Nicolas Browne-Wilkinson VC discussed the implied term of trust and confidence between employer and employee: ‘I will call this implied term ‘the implied obligation of good faith.’ In my judgment, that obligation of an employer applies as much to the exercise of his rights and powers under a pension scheme as they do to the other rights and powers of an employer. Say, in purported exercise of its right to give or withhold consent, the company were to say, capriciously, that it would consent to an increase in the pension benefits of members of union A but not of the members of union B. In my judgment, the members of union B would have a good claim in contract for breach of the implied obligation of good faith: see Mihlenstedt v Barclays Bank International Ltd [1989] IRLR 522′.

Judges:

Sir Nicolas Browne-Wilkinson VC

Citations:

[1991] ICR 524, [1991] 2 All ER 597, [1991] 1 WLR 589

Jurisdiction:

England and Wales

Citing:

Applied – Woods v W M Car Services (Peterborough) Ltd EAT 1981
An employer will be guilty of a breach which entitles an employee to resign and claim constructive dismissal if the employer behaves in such a way as to destroy the relationship of trust and confidence. An employer shall not ‘without reasonable and . .
Cited – Mihlenstedt v Barclays Bank International CA 1989
The company’s pension scheme provided that the trustees were to form an opinion as to the employee’s ability or otherwise to work. The plaintiff sought payment of an ill-health pension under the Bank Pension Scheme.
Held: A pension scheme . .

Cited by:

Cited – AMP (UK) Plc and Another v Barker and Others ChD 8-Dec-2000
The claimants were interested under a pension scheme. Alterations had been made, which the said had been in error, and they sought rectification to remove a link between early leaver benefits and incapacity benefits. The defendant trustees agreed . .
Cited – Horkulak v Cantor Fitzgerald International QBD 31-Jul-2003
The claimant sought damages for constructive dismissal. He said that verbal abuse he had suffered from the manager damaged his health and destroyed the relationship of trust and confidence.
Held: The manager was dictatorial and saw it as his . .
Cited – National Grid Co Plc v Mayes and Others; International Power Plc (Formerly National Power Plc) v Healy and Others HL 7-Jun-2001
The release by the trustees of a sum due to the pension scheme from the employers, did not make funds payable to the employer, so as to trigger the clause within the scheme trust deed which would restrain such a payment. Where an actuarial surplus . .
Cited – Reda, Abdul-Jalil v Flag Limited PC 11-Jul-2002
PC (Bermuda) The courts should be reluctant to accept a fetter on the employer’s right to dismiss on notice where there is an express term in the contract empowering the employer to do so.
Lord Millet . .
Cited – RDF Media Group Plc and Another v Clements QBD 5-Dec-2007
The defendant had sold his business to the claimants and in part consideration had accepted restrictive covenants as to his not competing with them. On indicating his desire to leave the claimants and work for a competitor, made statements which the . .
Cited – Transco Plc v O’Brien CA 7-Mar-2002
The company appealed against a finding that they were in breach of their contract of employment in not including the claimant in those considered for an enhanced redundancy package.
Held: The appeal failed. Tribunals should be cautious before . .
Lists of cited by and citing cases may be incomplete.

Employment, Trusts, Company

Updated: 13 July 2022; Ref: scu.182111

Re NMUL Realisations Ltd: ChD 20 Jan 2021

the correct approach the Court ought to adopt when dealing with potential defects in the procedure for appointing administrators out of court – inappropriate filing of a notice of satisfaction of a qualifying floating charge on behalf of the Company that created the charge to secure its borrowing in circumstances where in fact, at all material times, a substantial balance remained due

Judges:

Deputy Insolvency and Companies Court Judge Frith

Citations:

[2021] EWHC 94 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Company, Insolvency

Updated: 13 July 2022; Ref: scu.657516

Aines Asset Management v Kazakhstan Investment Fund: ChD 2002

The company was incorporated in a non-Convention country, namely the Cayman Islands. It had no assets in the Cayman Islands and all its assets were in Kazakhstan.
Held: Mr Moss rejected a submission that one should look at only the ability to enforce the judgment in the country of incorporation, namely the Cayman Islands, saying: ‘To interpret the provision in such a way that the risk of enforcement relates only to the place of residence of the counterclaiming company would, in my judgment, be absurd if, as in the present case, the place of incorporation is one which is no doubt simply convenient for tax and regulatory reasons. To say that the risk only relates to enforcement in that jurisdiction would be to give a completely unrealistic emphasis to the place of incorporation or residence . . The limit to the question relating to the risk of enforcement to the Cayman Islands alone would, in my judgment, would be to apply the discretion given by the CPR in a wholly unrealistic and impractical manner.’

Judges:

Gabriel Moss QC

Citations:

[2002] WL 1654967

Jurisdiction:

England and Wales

Cited by:

Cited – Somerset-Leeke and Another v Kay Trustees and Another ChD 1-May-2003
The defendants sought to challenge a refusal of the court to order security for costs to be made by the claimants on the basis that they had hidden assets to protect themselves against costs if the case did not succeed.
Held: The appeal . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 13 July 2022; Ref: scu.276479

Hammonds (A Firm) v Danilunas and others: ChD 13 Feb 2009

The claimant firm of solicitors sought repayment of sums which it said were excess drawing from the defendants, former partners. Drawings had been taken against anticipated profits, and the retiring partners left as profits declined. The defendants said that they were not bound by accounts drawn after they left. The claimants said that a provision in the partnership deed made them binding for any part year for which a retiring partner had been a partner.
Held: The term partners in the appropriate clause referred to the individuals who were partners at any time during the relevant year. The accounts were binding on the retiring partners.

Judges:

Warren J

Citations:

[2009] EWHC 216 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

Cited – Investors Compensation Scheme Ltd v West Bromwich Building Society HL 19-Jun-1997
Account taken of circumstances wihout ambiguity
The respondent gave advice on home income plans. The individual claimants had assigned their initial claims to the scheme, but later sought also to have their mortgages in favour of the respondent set aside.
Held: Investors having once . .
Cited – Wylie v Corrigan and Ansari SCS 13-Oct-1998
The question was whether accounts which had been produced by the continuing partners, but which had been prepared not by them but by an auditor, were ones which they themselves could refer to arbitration or which, having been produced by them, were . .
Cited – City Alliance Ltd v Oxford Forecasting Services Ltd CA 16-Nov-2000
The parties disputed the construction of a clause in the contract between them.
Held: Chadwick LJ said: ‘It is not for party who relies upon the words actually used to establish that those words effect a sensible commercial purpose. It should . .

Cited by:

Appeal from – Hammonds LLP v Jones CA 21-Dec-2009
Partners had left the solicitors firm during the year. They had taken drawings calculated on the basis of anticipated profits, which not being met, the partnership sought to recover. The outgoing partners objected to being bound by accounts drawn . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 13 July 2022; Ref: scu.304538

Allmark v Ervel Curt Burnham, Distinct Services Ltd: ChD 30 Nov 2005

The petitioner sought for relief from alleged prejudicial conduct by the respondents in the management of the company.

Judges:

John Randall QC

Citations:

[2005] EWHC 2717 (Ch)

Links:

Bailii

Statutes:

Companies Act 1985

Jurisdiction:

England and Wales

Citing:

Cited – Re Nuneaton Borough AFC Ltd (No 2) 1991
. .
Cited – Profinance Trust SA v Gladstone CA 2-Jul-2001
When a court ordered the purchase of the shares of a minority shareholder by the majority holder, the shares should normally be valued as at the date of that order. This might cause unfairness in some cases, for example where the company had been . .
Cited – O’Neill and Another v Phillips and Others; In re a Company (No 00709 of 1992) HL 20-May-1999
The House considered a petition by a holder of 25 of the 100 issued shares in the company against the majority shareholder. The petitioner, an ex-employee, had been taken into management and then given his shares and permitted to take 50% of the . .
Cited – Re Ghyll Beck Driving Range Ltd 1993
. .
Cited – Atlasview Ltd v Brightview Ltd 2004
. .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 13 July 2022; Ref: scu.235506

Weston and Another v Weston and others: ChD 21 Oct 2005

Action to wind up partnership, and appeal against permission to proceed with assessment of costs despite a twenty year delay.

Judges:

Nicholas Davidson QC

Citations:

[2005] EWHC 2249 (Ch)

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

Cited – Biguzzi v Rank Leisure Plc CA 26-Jul-1999
The court’s powers under the new CPR to deal with non-compliance with time limits, were wide enough to allow the court to allow re-instatement of an action previously struck out. The court could find alternative ways of dealing with any delay which . .
Lists of cited by and citing cases may be incomplete.

Company, Costs

Updated: 13 July 2022; Ref: scu.231579

Demite Ltd v Protec Health Ltd: ChD 1998

A sale by a receiver potentially fell within the scope of section 320. The receivers were the agents of the company and their act was the company’s act. The section expressly excluded from its scoe an arrangement made in the course of a winding up (other than a members’ voluntary winding up). In the light of this express exclusion there was no scope for an implied exclusion applicable to a sale by a receiver. A debenture holder could exercise his own power of sale, in which case the sale would be made by him in his own right, and not through the medium of a receiver.

Judges:

Park J

Citations:

[1998] BCC 639

Statutes:

Companies Act 1985 320

Jurisdiction:

England and Wales

Cited by:

Appeal from – Demite Limited v Protec Health Limited; Dayman and Gilbert CA 24-Jun-1999
. .
Cited – Ultraframe (UK) Ltd v Fielding and others ChD 27-Jul-2005
The parties had engaged in a bitter 95 day trial in which allegations of forgery, theft, false accounting, blackmail and arson. A company owning patents and other rights had become insolvent, and the real concern was the destination and ownership of . .
Lists of cited by and citing cases may be incomplete.

Insolvency, Company

Updated: 13 July 2022; Ref: scu.230291

HM Revenue and Customs v Holland and Another: ChD 24 Jun 2008

The Revenue sought to recover from the defendant substantial sums in respect of allegedly unlawful dividends paid from an insolvent company. They said that the defendant and his wife were de facto directors.
Held: Claims agains the second defendant were dismissed. Claims for early periods were rejected under section 727 of the 1985 Act, but succeeded otherwise. The defendant had been guilty of misfeasance and breach of duty in causing their payment.

Judges:

Mark Cawson QC

Citations:

[2008] EWHC 2200 (Ch), [2008] STC 3142, [2008] 2 BCLC 613, [2009] BCC 37, [2008] STI 1642, [2009] Bus LR 1

Links:

Bailii

Statutes:

Insolvency Act 1986 212, Companies Act 1985 727

Jurisdiction:

England and Wales

Cited by:

Appeal from – Holland v Revenue and Customs and Another CA 2-Jul-2009
The appellant supported IT workers. Through his own company, he set up companies in which his company was a director, and which companies in turn employed the IT workers securing substantial savings in higher rate Corporation Tax.
Held: The . .
At First Instance – 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.

Insolvency, Corporation Tax, Company

Updated: 13 July 2022; Ref: scu.276668

Kolden Holdings Ltd v Rodette Commerce Ltd and Another: CA 21 Jan 2008

Lawrence Collins LJ said: ‘For the purposes of article 27, the question whether the ‘same cause of action’ is raised before the courts of two member states is answered by looking at the claims made, and not at the defences raised at a later stage to those claims: Case C-11/01 Gantner Electronic GmbH v Basch Exploitatie Maatschapi [2003] ECR I-4207, para 30: whether the ‘same cause of action’ is raised in the two actions is to be determined on the basis of ‘the respective claims in each of the sets of proceedings, and not to the defence which may be raised by a defendant’.’

Judges:

Tuckey LJ, Lawrence Collins LJ, Rimer LJ

Citations:

[2008] EWCA Civ 10, [2008] 1 Lloyd’s Rep 434, [2008] ILPr 20, [2008] Bus LR 1051, [2008] 1 CLC 1, [2008] 1 BCLC 481, [2008] 2 All ER (Comm) 289

Links:

Bailii

Statutes:

Brussels Convention 27

Jurisdiction:

England and Wales

Citing:

Cited – Gantner Electronic GmbH v Basch Exploitatie Maatschappij BV ECJ 8-May-2003
The dutch based claimant sought damages for wrongful termination of what it said was a long-term contract. The claimant in Austria claimed the price of goods sold and delivered pursuant to a number of one-off contracts to which the defendant . .
See Also – Kolden Holdings Ltd v Rodette Commerce Ltd and Another ComC 4-Jul-2007
. .

Cited by:

Cited – Television Autonomica Valenciana, Sa v Imagina Contenidos Audiovisuales, Sl ChD 8-Feb-2013
The defendant sought a stay of these proceedings pending the outcome of related proceedings in Spain. The claimant sought a declaration that a contract was terminated and damages for such breach. The Spanish proceedings were first in time.
Lists of cited by and citing cases may be incomplete.

Company, International, Contract

Updated: 12 July 2022; Ref: scu.263801

Akzo Nobel and Others v Commission (Competition): ECFI 12 Dec 2007

ECJ Competition Cartels in the vitamin products sector Choline chloride (Vitamin B4) Decision finding an infringement of Article 81 EC and Article 53 of the Agreement on the European Economic Area Attributability of the infringement.
‘The concept of undertaking within the meaning of Article 81 EC includes economic entities which consist of a unitary organisation of personal, tangible and intangible elements, which pursue a specific economic aim on a long-term basis and can contribute to the commission of an infringement . .’

Citations:

T-112/05, [2007] EUECJ T-112/05

Links:

Bailii

Cited by:

Cited – Crest Nicholson Plc v Office of Fair Trading Admn 24-Jul-2009
The company challenged as unfair its treatment by the respondent in imposing fines for anti-competive behaviour. The claimant was successor of the company who had misbehaved, but the claimant no longer operated in the area and had no employees from . .
See Also – Akzo Nobel and Others v Commission (Competition) ECJ 23-Apr-2009
Europa Appeal Competition – Cartels Article 81(1) EC, Article 53(1) of the EEA Agreement and Article 23(2) of Regulation (EC) No 1/2003 – Group of undertakings – Attributability of infringements – Parent . .
Lists of cited by and citing cases may be incomplete.

European, Commercial, Company

Updated: 12 July 2022; Ref: scu.262920

Coventry v Barclay: 1863

Partners had conducted their practice over many years in a manner inconsistent with the spirit if not the exact letter of their partnership articles. Stock was to be taken every year, and the value entered into the books to be signed off by each partner. On the last occasion a partner being ill did not sign the accounts, and later died. He had not expressed any dissatisfaction with the accounts.
Held: His estate was bound by the accounts as if he had signed them. The firm had each year set aside a certain sum against contingencies. The deceased partner’s estate was entitled to the return of his share in the fund.

Citations:

(1863) 3 De G J and Sm 320, (1863) 3 New Rep 224, (1863) 9 LT 496

Jurisdiction:

England and Wales

Cited by:

Cited – Cruikshank v Sutherland HL 1923
The executors of a deceased partner of the respondents sought relief. The assets had been taken over from an earlier partnership between the parties and had been brought into the accounts of the new partnership at the values at which they had stood . .
Cited – In Re White (Dennis) Deceased; White v Minnis and Another CA 25-May-2000
A family partnership had carried freehold property at its historic cost value in the books, rather than at a market value. After the death of one partner the share came to be valued.
Held: Being a family partnership there was presumption that . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 12 July 2022; Ref: scu.238862

Pilling v Pilling: 1865

Citations:

(1865) 3 De G J and Sm 162

Jurisdiction:

England and Wales

Cited by:

Cited – In Re White (Dennis) Deceased; White v Minnis and Another CA 25-May-2000
A family partnership had carried freehold property at its historic cost value in the books, rather than at a market value. After the death of one partner the share came to be valued.
Held: Being a family partnership there was presumption that . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 12 July 2022; Ref: scu.238863

Huntington Copper and Sulphur Co (Ltd) v Henderson: HL 29 Nov 1877

A mining company sued one of their directors for pounds 10,000, which they averred he had received from the persons from whom the company had purchased their mines, out of the price paid therefor, as an inducement to him to become a director, and to promote the formation of the company and the consequent purchase of the mines. The defender admitted that he had received pounds 10, 000 from the vendors, but averred that this sum was paid to him in terms of an agreement between him and the vendors, whereby he undertook to render various services to the company, when formed, outwith his duties as a director. These services he claimed to have actually rendered. There was no mention of any such agreement in the prospectus; none of the other directors were made aware of any such agreement; nor did they understand that the defender rendered any services to the except in his capacity of director.- Held (affirming judgment of Court of Session) that the defender was bound to repay the pounds 10,000 to the company.

Judges:

Lord Chancellor, Lord O’Hagan, Lord Blackburn, and Lord Gordon

Citations:

[1877] UKHL 217, 15 SLR 217

Links:

Bailii

Jurisdiction:

Scotland

Company

Updated: 12 July 2022; Ref: scu.639645

Daimler Co Ltd v Continental Tyre and Rubber Co (Great Britain) Ltd and Another: HL 30 Jun 1916

By writ specially indorsed under Order XIV the solicitors of the respondent company on the authority of its secretary commenced an action in October 1914 to recover certain debts.
The respondent company was registered in London with a capital of pounds 25,000 in pounds 1 shares, only one of which was held by a naturalised British subject, the remainder by Germans. All the directors were Germans and resided in Germany.
The appellants contended (1) that it was illegal to trade with or pay money to or for the benefit of alien enemies during the war, and that in substance and in fact the respondent company was an alien enemy; (2) that the solicitors for the respondent company had no authority to issue the writ in the action.
Held that as the secretary was not ex officio authorised to commence actions on the company’s behalf, and the directors were precluded by their character of alien enemies from instructing him to do so, the action was irregular and unauthorised.
Observations as to the enemy character of companies registered in the United Kingdom and of their directors and shareholders.

Judges:

Earl of Halsbury, Viscount Mersey, and Lords Kinnear, Atkinson, Shaw, Parker, Sumner, and Parmoor

Citations:

[1916] UKHL 845, 53 SLR 845

Links:

Bailii

Jurisdiction:

England and Wales

Contract, Company

Updated: 12 July 2022; Ref: scu.630683

Colonial Bank v Whinney: HL 1886

The parties disputed whether shares in a joint stock company were choses in action for the purposes of the 1883 Act so as to make them available to creditors on a bankruptcy.
Held: The appeal succeeded.
Blackburn L noted that there had always been a difference between personal property, which was capable of being stolen, taken, and carried away, and thus the subject of larceny at common law, and other kinds of personal property which could not be the subject of larceny or be taken in execution, because they could not be seized.

Judges:

Blackburn L

Citations:

[1886] 1 1 AppCas 426

Statutes:

Bankruptcy Act 1883 44(iii)

Jurisdiction:

England and Wales

Citing:

Appeal from – Colonial Bank v Whinney CA 1885
The court was asked to decide whether shares in a joint stock company were to be classified as choses in action for the purposes of the proviso to section 44(iii) of the 1883 Act by which property in the order or disposition of the bankrupt in his . .

Cited by:

Cited – Your Response Ltd v Datateam Business Media Ltd CA 14-Mar-2014
The claimant employed the defendant to manage subscription lists for the claimant’s magazines. The claimant came to seek damages, and the defendant for non-payment of its invoices. The court was now asked whether it was possible to assert a common . .
Lists of cited by and citing cases may be incomplete.

Company, Insolvency

Updated: 12 July 2022; Ref: scu.559268

Franbar Holdings Ltd v Patel and others: ChD 2 Jul 2008

Action alleging breach of shareholders’ agreement.
Held: Directors may have genuine and proper differences of opinion as to the correctness of making a section 172 claim.

Judges:

William Trower QC

Citations:

[2008] EWHC 1534 (Ch), [2009] 1 BCLC 1, [2009] Bus LR D14, [2008] BCC 885

Links:

Bailii

Statutes:

Companies Act 2006 172

Jurisdiction:

England and Wales

Cited by:

Cited – Iesini and Others v Westrip Holdings Ltd and Others ChD 16-Oct-2009
The claimants were shareholders in Westrip, accusing the Defendant directors of deliberately engaging in a course of conduct which has led to Westrip losing ownership and control of a very valuable mining licence and which, but for their . .
Lists of cited by and citing cases may be incomplete.

Company, Contract

Updated: 12 July 2022; Ref: scu.276672

Noble v Noble: IHCS 26 Jan 1966

Citations:

Unreported, 26 January 1996

Jurisdiction:

Scotland

Citing:

Appeal from – Noble v Noble OHCS 1965
A father took his son into a farming partnership. The agreement recited that they agreed that ‘the heritable property should be taken as of the value of eight thousand pounds, but which is burdened with a heritable security for three thousand five . .

Cited by:

Cited – Shaw v Shaw OHCS 1968
‘The authorities to which I was referred, including, in particular, Noble v Noble; Inner House, 28th January 1966 (unreported), and Cruickshank’s Trustees v Sutherland, satisfy me that, as a general principle, where in a partnership it is necessary . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 11 July 2022; Ref: scu.238866

Gujadhur and others v Gujadhur and Another: PC 26 Jul 2007

(Mauritius) In a family company, some shares were held as nominees. When called to retransfer them, they said the agreement was statute-barred.
Held: The requirements of the refere procedure were satisfied and that a mandatory order should be granted.

Judges:

Lord Bingham of Cornhill, Lord Hoffmann, Baroness Hale of Richmond, Lord Carswell, Lord Brown of Eaton-under-Heywood

Citations:

[2007] UKPC 54

Links:

Bailii

Citing:

Cited – Films Rover International Ltd v Cannon Film Sales Ltd 1987
The grant of an interlocutory injunction, whether prohibitory or mandatory, depends on what is sometimes called the balance of convenience but is more accurately an assessment of whether granting or withholding the injunction at that stage is more . .
Lists of cited by and citing cases may be incomplete.

Commonwealth, Company

Updated: 11 July 2022; Ref: scu.258517

In Re Rex Williams Leisure Plc (In Administration): CA 4 May 1994

On an application for a disqualification order, the director against whom the order is to be made should file an affidavit before the date of the hearing. A disqualification order can have grave consequences and is a serious interference with the freedom of the individual. As to procedure: ‘The Secretary of State or the official receiver will not usually have first-hand knowledge of the matters on which the disqualification application is founded but, and this is important, a defendant to a disqualification application inevitably will have such knowledge. Many disqualification applications are not defended. When they are, the facts which are seriously in issue may be very limited. It would be absurd, because it would be pointless, for the affidavit evidence in chief always to consist exclusively of matters within the personal knowledge of the deponent.’ and ‘Frequently disqualification applications are based on a defendant’s conduct as a director over many months or even years. There is a measure of practical good sense in a procedure whereby the plaintiff has first to set out his case, with sufficient clarity and identification of the evidence being relied on for the defendant to know where he stands. Then the defendant puts in his evidence. The plaintiff can see what factual issues there are, and he can then take steps and incur expense in adducing where necessary first-hand evidence on these issues, before the hearing. In this way the genuine issues can be resolved properly and fairly in the interests of the defendant and in the public interest. This procedure does not prejudice a fair and just trial of the issues.’

Judges:

Sir Donald Nicholls V-C

Citations:

Times 04-May-1994, Ind Summary 09-May-1994, [1994] Ch 1

Statutes:

Company Directors Disqualification Act 1986

Jurisdiction:

England and Wales

Citing:

Appeal from – Re Rex Williams Leisure Plc (In Administration) ChD 1-Sep-1993
Directors facing disqualification proceedings to give evidence by affidavit. . .

Cited by:

Appealed to – Re Rex Williams Leisure Plc (In Administration) ChD 1-Sep-1993
Directors facing disqualification proceedings to give evidence by affidavit. . .
Cited – The Secretary of State for Trade and Industry v Swan and Othes ChD 22-Jul-2003
When commencing proceedings under the Act, the papers were defective. The secretary of state had failed to give appropriate notice, and thus prevented him from making representations as to the allegations. The allegations involved the manipulation . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 11 July 2022; Ref: scu.82148

Secretary of State for Business, Innovation and Skills v Knight (Contract of Employment): UTAA 9 May 2014

UTAA CONTRACT OF EMPLOYMENT
The Claimant claimed from the Insolvency Service the redundancy payment which her company, of which she was the Managing Director and sole shareholder, had not paid to her. The Tribunal found that she was an employee of the company when it ceased trading, as insolvent. The Claimant had not been paid any salary for the last 2 years of the company’s trading; her evidence was that because times were hard she forfeited her salary in that period to enable other employees and creditors to be paid.
On appeal by the Secretary of State, held:-
1. The Tribunal had not failed to consider the position as it had been at the time when the claimed obligation arose but had decided that the Claimant was an employee at that time.
2 On the findings of fact there was no lack of mutuality or of consideration.
3 It was open to the Tribunal to conclude on the facts that the Claimant had not discharged or varied her contract of employment by not taking salary for the last 2 years. Perversity was not made out.
Appeal dismissed

Judges:

Jeffrey Burke QC HHJ

Citations:

[2013] UKEAT 0073 – 13 – 0905

Links:

Bailii

Jurisdiction:

England and Wales

Employment, Insolvency, Company

Updated: 11 July 2022; Ref: scu.525199

Chantrey Vellacott v The Convergence Group Plc and others: ChD 31 Jul 2007

The claimants, a firm of accountants, sued their former clients for unpaid fees. The defendant company counterclaimed for professional negligence. The claimant had expended andpound;5.6m in costs. The claimants now sought a non-party costs order against former directors of the company, which had gone into administration. They said that the company’s counterclaim was built on lies told by the directors.
Held: ‘this is a clear case for indemnity costs. I found Mr Robinson to be an evasive and untruthful witness who has sought throughout these proceedings to support a case that was advanced on a false basis.’ The director personally controlled the company and made the decisions, and his behaviour took him outside the protection of limited liability.

Judges:

Rimer J

Citations:

[2007] EWHC 1774 (Ch)

Links:

Bailii

Statutes:

Supreme Court Act 1981 51, Civil Procedure Rules 48.2

Jurisdiction:

England and Wales

Citing:

Cited – Ghafoor and others v Cliff and others ChD 11-Apr-2006
The applicant had obtained revocation of a grant of administration ad colligenda bona in the estate, and having succeeded, now sought costs. The question was whether there had been proper reasons for the application for the grant. The deceased’s . .
Cited – Globe Equities Ltd v Globe Legal Services Ltd and others and Other Actions CA 5-Mar-1999
A court which was considering ordering a third party, who was not party to the action, to pay costs in an action, should first be satisfied that it is just to do so in all the circumstances. There is no need to establish any exceptional . .
Cited – Three Rivers District Council and others v The Governor and Company of the Bank of England ComC 12-Apr-2006
The claimants had pursued compensation over many years from the defendants alleging various kinds of misfeasance in regulating the bank BCCI. The action had collapsed.
Held: ‘this was extraordinary litigation which came to an abrupt albeit . .
Cited – Goodwood Recoveries Ltd v Breen CA 19-Apr-2005
A claim against the defendant for money owed to someone else had been bought by the claimant of which Slater, a solicitor, was a director and shareholder. The claim was pursued in the name of the claimant by Slater as its solicitor and principal . .
Cited – Symphony Group Plc v Hodgson CA 4-May-1993
A section 51 non-party costs application should not be used as a substitute for the pursuit of a related cause of action against the non-party in ordinary proceedings. Nine rules were set out for allowing a costs order against someone who is not a . .
Cited – Dymocks Franchise Systems (NSW) Pty Limited v Todd and Todd, Bilgola Enterprises Ltd and Lambton Quay Books Ltd PC 7-Oct-2002
PC (New Zealand) The claimants asserted that the respondents had wrongly terminated their franchise licence. The agreement was subject to the New South Wales law requiring good faith, but the court had not had . .
Cited – Eagleson v Liddell CA 2-Feb-2001
The court may make costs orders in respect of any recourse the parties may have to an alternative dispute resolution procedure. The costs order included the costs of a mediation. . .
Lists of cited by and citing cases may be incomplete.

Costs, Company

Updated: 11 July 2022; Ref: scu.258489

Jones v Garnett (Her Majesty’s Inspector of Taxes): HL 25 Jul 2007

The husband and wife had each owned a share in a company which sold the services of the husband. The Revenue claimed that the payment of dividends to the wife was a settlement.
Held: The Revenue failed. The share had been transferred to the wife by the formation agents. The share carried more than the income, having full voting and other rights, and it could not be seen as a mere translation of the husband’s income.

Judges:

Lord Hoffmann, Lord Hope of Craighead, Lord Walker of Gestingthorpe, Baroness Hale of Richmond, Lord Neuberger of Abbotsbury

Citations:

[2007] UKHL 35, Times 09-Aug-2007, [2007] 1 WLR 2030

Links:

Bailii

Statutes:

Income and Corporation Taxes Act 1988

Jurisdiction:

England and Wales

Citing:

At First Instance – Jones v Garnett (Inspector of Taxes) ChD 28-Apr-2005
The taxpayer worked as an information technology specialist. His earnings were channelled through a limited company. The company paid on part of its income to his wife, with the result that the total tax paid was reduced. The inspector sought to tax . .
Appeal From – Jones v Michael Vincent Garnett (HM Inspector of Taxes) CA 15-Dec-2005
Husband and wife had been shareholders in a company, the wife being recorded as company secretary. The company paid dividenceds to both. The husband appealed a decision that the payment to his wife was by way of a settlement and was taxable in his . .
Cited – Inland Revenue Commissioners v Plummer HL 1-Nov-1979
Although transactions were integrated as part of a preconceived scheme which was commercially marketed and that had no other conceivable purpose than that of saving surtax, the construction of the statute compelled the acceptance of a fiscal result . .
Cited – Crossland v Hawkins CA 1961
The taxpayer, a well known film actor, agreed to work through a company for three years being paid andpound;50 per week. The shares were transferred to his wife and accountant. His father in law set up a andpound;100 settlement for the benefit of . .
Distinguished – Young v Pearce 1996
The company created a special class of preference shares and allotted them to the wives of the two shareholders and directors. When substantial preference dividends were paid to the wives, the husbands were assessed to tax on them. They conceded . .
Cited – Butler v Wildin 1988
Two brothers acquired a company and were the sole directors. 19 shares each were acquired by the children with their own money. Two later born children also acquired 19 shares therein with their own money from their respective fathers and others, . .
Cited – Inland Revenue Commisioners v Leiner 1964
An interest free loan was made to an associated company from the taxpayer’s mother which was then replaced by another interest free loan from the taxpayer. The circle of loans included an interest bearing loan to the taxpayer from the trustees of a . .
Cited – Chinn v Hochstrasser (Inspector of Taxes) HL 11-Dec-1980
The House considered the meaning of the word ‘bounty’ in an income tax context, where it had been used by the courts: ‘My Lords, I would venture to point out that the word ‘bounty’ appears nowhere in the statute. It is a judicial gloss upon the . .
Lists of cited by and citing cases may be incomplete.

Company, Income Tax

Updated: 11 July 2022; Ref: scu.258393

Wilson v Jaymarke Estates Ltd and Another: HL 20 Jun 2007

The defendant company appealed in part against a finding of unfair conduct of the company as against a minority shareholder, saying the court had been wrong to treat a payment of management charges as unfairly prejudicial. Though nothing had been done to support the charges, the defendant said that the claimant must have consented in advance, and were made for tax purposes.
Held: The argument was impossible and failed: ‘All that can be deduced from Mr Wilson’s past conduct is that when he and Mr Shaw were both involved in the management of the Jaymarke companies and, as the sheriff found, a relationship of quasi-partnership existed between them, and when the practice was for one company actually to incur costs for the benefit in varying degrees of the others, he did not think that the allocation of management charges was unfair. It cannot be taken as an agreement that after their relationship had broken down Mr Shaw should be entitled, whether in respect of past or future years, to deal with the assets of Estates as if they were his own.’ The right of parties to appeal to the House from the Inner House of the Court of Session without leave was not shared by courts in England and should not be abused.

Judges:

Lord Hoffmann, Lord Hope of Craighead, Lord Rodger of Earlsferry, Lord Walker of Gestingthorpe, Lord Carswell

Citations:

[2007] UKHL 29, Times 28-Jun-2007, [2007] SC (HL) 135, [2007] SCLR 712

Links:

Bailii

Statutes:

Companies Act 1985 459, Court of Session Act 1988 40(1)(a)

Jurisdiction:

Scotland

Citing:

Appeal from – Alan Baxter Wilson v Jaymarke Estates Limited James Shaw OHCS 25-Nov-2005
. .
Lists of cited by and citing cases may be incomplete.

Company, Litigation Practice

Updated: 11 July 2022; Ref: scu.253517

Anglo Petroleum Ltd and Another v TFB (Mortgages) Ltd: CA 16 May 2007

Challenge to validity of mortgages executed by company – allegation that funds used for financial assistance in purchase of own shares – effect on loan.
Toulson LJ approved the case of Waugh v Morris, saying: ‘130 years later, this statement of the law has added importance because of the explosion in the number of statutory regulations of one kind or another under English and European law.’

Judges:

Mummery, Smith, Toulson LJJ

Citations:

[2007] EWCA Civ 456

Links:

Bailii

Statutes:

Companies Act 1985 151

Jurisdiction:

England and Wales

Citing:

Approved – Waugh v Morris 1873
Defence of Illegality of contract failed
Under a voyage charterparty, for a voyage from Trouville to London, pressed hay was to be loaded at Trouville and brought to London where it was to be taken from the ship alongside. The charterer’s agent told the master that the consignees under the . .
Cited – Pearce v Brooks 1866
The contract was for the hire of an ornamental brougham to a prostitute which was supplied with knowledge that it would be used ‘as part of her display’. She returned it in a damaged condition, and refused to make any payments under the contract as . .
Appeal from – Anglo Petroleum Ltd v TFB (Mortgages) Ltd ChD 24-Feb-2006
The company sought to say that loans of 15 million pounds were void under s151 of the 1985 Act. It was said that the loans infringed the provisions of s151 being unlawful financial assistance.
Held: The loans were valid: ‘if it is lawful for a . .

Cited by:

Cited – Parkingeye Ltd v Somerfield Stores Ltd CA 17-Oct-2012
The claimant company operated parking management for the defendant, charging customers for overparking. The defendant came to believe that the claimant’s behaviour was over-aggressive, and the use of falsehoods, and terminated the contract. The . .
Lists of cited by and citing cases may be incomplete.

Company, Contract

Updated: 11 July 2022; Ref: scu.252382

Shaw v Shaw: OHCS 1968

‘The authorities to which I was referred, including, in particular, Noble v Noble; Inner House, 28th January 1966 (unreported), and Cruickshank’s Trustees v Sutherland, satisfy me that, as a general principle, where in a partnership it is necessary to make up a balance sheet affecting the money interests of the partners, the partnership assets should be entered in the balance sheet at their fair value to the partners, unless there is provision to the contrary in the contract of co-partnery . . . ‘

Judges:

Lord Hunter

Citations:

1968 SLT 94

Jurisdiction:

Scotland

Citing:

Cited – Noble v Noble IHCS 26-Jan-1966
. .
Cited – Cruikshank v Sutherland HL 1923
The executors of a deceased partner of the respondents sought relief. The assets had been taken over from an earlier partnership between the parties and had been brought into the accounts of the new partnership at the values at which they had stood . .

Cited by:

Cited – In Re White (Dennis) Deceased; White v Minnis and Another CA 25-May-2000
A family partnership had carried freehold property at its historic cost value in the books, rather than at a market value. After the death of one partner the share came to be valued.
Held: Being a family partnership there was presumption that . .
Cited – Thom’s Executrix v Russel and Aitken 1983
The court was asked as to how the value of the interest of a deceased partner was to be calculated.
Held: There had been prior dealings at book value as between the partners, and the payment of the deceased partner’s share was restricted to . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 10 July 2022; Ref: scu.238865

Brown v Oakshot: 1857

A father devised his estate to trustees for a term, for them to pay a residue of rents from that estate to his sons as tenants in common; but the reversion of the estate he devised to his sons as joint tenants. The question was whether the joint tenancy of the reversion had been severed because the sons, during the term, had used the estate in their partnership trade as brewers.
Held: They had not, and so the surviving son took the whole of the reversion, subject to the term.

Citations:

(1857) 24 Beav 254

Jurisdiction:

England and Wales

Cited by:

Cited – Bathurst (As Administrator of the Estate of Michael David Bathurst Deceased) v Scarborow CA 1-Apr-2004
The deceased and defendant had been partners and friends. They had bought a property expressly for the partnership and was conveyed into their names as joint tenants.
Held: The declaration in the partnership was not itself sufficient cogent . .
Lists of cited by and citing cases may be incomplete.

Company, Equity

Updated: 10 July 2022; Ref: scu.238857

Ntionik Anonymi Etaireia Emporias I/Y, Logismikou kai Parochis Ypiresion Michanografisis, Ioannis Michail Pikoulas v Epitropi Kefalaiagoras: ECJ 8 Mar 2007

(Freedom To Provide Services) Securities Listing particulars Inclusion of inaccurate information Member State’s competence to impose sanctions.

Citations:

C-430/05, [2007] EUECJ C-430/05

Links:

Bailii

Jurisdiction:

European

Company

Updated: 10 July 2022; Ref: scu.251128

Lymington Marina Ltd v MacNamara and others: CA 2 Mar 2007

A share in a marina had been inherited by one brother whose application to grant successive sub-lcences of it to the other two was rejected by the marina, who said that this was not permitted. The marina appealed a finding that it had to make its decision on the licence in good faith.
Held: The appeal was dismissed. The judge was correct in his interpretation of the power to grant sub-licences and the marina’s appeal failed. The statutory control over the approval of assignments of leases did not apply to such licences. There was a clear distinction between two clauses, one gave the marina an absolute discretion to withhold consent, the other did not, and the marina could not refuse its consent on irrelevant grounds. The judge had erred in applying public law Wednesbury concepts to the case.

Judges:

Pill LJ, Arden LJ, Sir Martin Nourse

Citations:

[2007] EWCA Civ 151, [2007] 2 All ER (Comm) 825

Links:

Bailii

Statutes:

Landlord and Tenant Act 1927

Jurisdiction:

England and Wales

Citing:

Cited – Gan Insurance Co Ltd v Tai Ping Insurance Co Ltd CA 3-Jul-2001
A reinsurance contract which contained a clause which provided that no settlement or compromise of a claim could be made or liability admitted by the insured without the prior approval of the reinsurers. The court considered how the discretion to . .
Appeal from – Lymington Marina Ltd v MacNamara and others ChD 4-Apr-2006
The claimant marina had been constructed with financial assistance from debenture holders who in return were given low cost licences. The claimant sought to refuse to the defendant debenture holders the right to sub-licence their rights to berth . .
Cited – Ashworth Frazer Limited v Gloucester City Council HL 8-Nov-2001
A lease contained a covenant against assignment without the Landlord’s consent, such consent not to be unreasonably withheld. The tenant asserted, pace Killick, that the landlord could not refuse consent on the grounds that the proposed tenant might . .
Cited – Viscount Tredegar v Harwood HL 1929
Landlord’s reserved right to approve insurer
A covenant in the lease required the lessee to insure the premises with a nominated insurer or another insurer approved by the lessor. The lessor refused to approve a responsible and reputable insurer because of his wish that all tenants insure with . .
Cited – National Westminster Bank plc v Spectrum Plus Limited and others HL 30-Jun-2005
Former HL decision in Siebe Gorman overruled
The company had become insolvent. The bank had a debenture and claimed that its charge over the book debts had become a fixed charge. The preferential creditors said that the charge was a floating charge and that they took priority.
Held: The . .
Cited – Killick v Second Covent Garden Property Co Ltd CA 1973
The belief of the landlord, however reasonable, that the proposed assignee intended to use the demised premises for a purpose which would give rise to a breach of the user covenant was not of itself a ground for withholding consent to assignment. . .
Cited – Abu Dhabi National Tanker Co v Product Star Shipping Ltd (No 2) CA 1993
Where parties enter into a contract which confers a discretion on one of them, the discretion must be exercised honestly and in good faith, and not ‘arbitrarily, capriciously or unreasonably’. The owner had acted unreasonably in that there was no . .
Cited – Ashworth Frazer Ltd v Gloucester City Council CA 3-Feb-2000
A landlord could not refuse to consent to an assignment because of a belief, even if reasonably based, that the intended use by the prospective assignee would be a breach of covenant under the lease. That did not mean that a landlord could not after . .
Cited – Paragon Finance plc v Nash etc CA 15-Oct-2001
The court was asked to consider whether there was any implied term limiting the power of a mortgagee to set interest rates under a variable rate mortgage.
Held: A loan arrangement which allowed a lender to vary the implied rate of interest, . .
Cited – Cantor Fitzgerald International v Horkulak CA 14-Oct-2004
The employee claimed under a bonus clause which ‘contained in a contract of employment in a high earning and competitive activity in which the payment of discretionary bonuses is part of the remuneration structure of employers.’
Held: The . .

Cited by:

Mentioned – Office of Fair Trading v Abbey National Plc and seven Others ComC 24-Apr-2008
The Office sought a declaration that the respondent and other banks were subject to the provisions of the Regulations in their imposition of bank charges to customer accounts, and in particular as to the imposition of penalties or charges for the . .
Lists of cited by and citing cases may be incomplete.

Landlord and Tenant, Company

Updated: 10 July 2022; Ref: scu.249371

Apollo Engineering Ltd v James Scott Ltd: SCS 27 Nov 2012

Application for leave to appeal to the Supreme Court against order refusing permission for a shareholder and director of a party to represent the company.
Held: Leave was refused.

Judges:

Lady Paton, Lord Menzies, Lord Bracadale

Citations:

[2012] ScotCS CSIH – 88

Links:

Bailii

Jurisdiction:

Scotland

Citing:

See Also – James Scott Limited v Apollo Engineering Limited and others SCS 24-Jan-2000
. .
See Also – Apollo Engineering Ltd v James Scott Ltd SCS 7-Mar-2008
Outer House – Court of Session . .
Cited – John G McGregor (Contractors) Ltd v Grampian Regional Council HL 1991
The House dismissed the Council’s appeal as incompetent. An opinion of the court upon questions of law given on consideration of a case stated under provisions such as those in section 3 of the 1972 Act did not constitute a ‘judgment’ within the . .

Cited by:

Leave refused – Apollo Engineering Ltd v James Scott Ltd (Scotland) SC 13-Jun-2013
After long running litigation between the parties, a shareholder and director of Apollo sought to represent the company in person. He was refused leave by the Court of Session, and now sought to appeal. The Court considered the possibility of an . .
Lists of cited by and citing cases may be incomplete.

Constitutional, Company, Litigation Practice

Updated: 09 July 2022; Ref: scu.466319

Kremen v Agrest (No 2): FD 3 Dec 2010

An application was made in ancillary relief case to set aside the transfer of a share in a company said to have been backdated to defeat the court’s jurisdiction.
Held: Mostyn J considered an There was a ‘strong practical reason why the cloak should be penetrable even absent a finding of wrongdoing.’

Judges:

Mostyn J

Citations:

[2010] EWHC 3091 (Fam), [2011] 2 FLR 490, [2011] Fam Law 568

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

See Also – Kremen v Agrest FD 15-Oct-2010
Application as to payment of funds held where the payer was a fugitive from justice, owing sums in maintenance to the claimant. W applied for an order setting aside a charge granted by H over property. In previous hearing the court had found that H . .

Cited by:

See Also – Agrest and Another v Kremen CA 24-Jan-2011
Application for permission to appeal. . .
See Also – Kremen v Agrest CA 13-Apr-2011
. .
See Also – Kremen v Agrest CA 19-Oct-2011
. .
See Also – Kremen v Agrest (No11) FD 19-Jan-2012
Financial Remedy: Non-Disclosure: Post-Nuptial Agreement . .
See Also – Kremen v Agrest CA 5-Feb-2013
. .
Cited – Prest v Petrodel Resources Ltd and Others SC 12-Jun-2013
In the course of ancillary relief proceedings in a divorce, questions arose regarding company assets owned by the husband. The court was asked as to the power of the court to order the transfer of assets owned entirely in the company’s names. The . .
Lists of cited by and citing cases may be incomplete.

Family, Company

Updated: 09 July 2022; Ref: scu.430397

Pattni v Ali and Another: PC 20 Nov 2006

(Isle of Man (Staff of Government Division)) The Board considered the possibility of extra-territorial jurisdiction over property.
Held: It should generally be expected that an order having the effect of transferring a real right of ownership will apply only in relation to property situated in the territory of the state where the order is made. Lord Mance said: ‘Their Lordships also note the existence of a more general principle. The actual transfer or disposition of property is, in principle, a matter for the legislature and courts of the jurisdiction where the property is situate (state A), and will be recognised accordingly by courts in any other state (state B) . . It follows from it, conversely, that in the unlikely event that the courts of state A were to purport actually to transfer or dispose of property in state B, the purported transfer or disposal should not be recognised as effective in courts outside state A.’

Judges:

Lord BinghamLord Walker of Gestingthorpe, Baroness Hale of Richmond, Lord Carswell, Lord Mance

Citations:

[2006] UKPC 51, [2007] 2 AC 85

Links:

Bailii

Cited by:

Cited – Perry and Others v Serious Organised Crime Agency SC 25-Jul-2012
The first appellant had been convicted of substantial frauds in Israel. He appealed against world wide asset freezing (PFO) and disclosure (DO) orders made against him. Neither the appellant, nor his offences were connected with the UK. A bank . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 08 July 2022; Ref: scu.247458

Official Receiver v Stern and Another: CA 25 Jan 2001

Citations:

[2001] EWCA Civ 111

Links:

Bailii

Statutes:

Company Directors Disqualification Act 1986 6

Jurisdiction:

England and Wales

Cited by:

See Also – 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. . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 08 July 2022; Ref: scu.200758