Category: Company

In re a Company (Bond Jewellers): ChD 21 Dec 1983

A tenant company had a propensity for postponing payment of its debts until threatened with litigation. Nourse J felt unable to make an order under section 223(d), and considered, but ultimately did not make an order, on the ‘just and equitable’ ground in section 222(f). The phrase ‘as they fall due’, although not part of the statutory text, was understood to be implicit in section 223(d). Nourse J observation as to section 223(d): ‘Counsel says that if I take into account the contingent and prospective liabilities of the company, it is clearly insolvent in balance sheet terms. So indeed it is if I treat the loans made by the associated companies as loans which are currently repayable. However, what I am required to do is to ‘take into account’ the contingent and prospective liabilities. That cannot mean that I must simply add them up and strike a balance against assets. In regard to prospective liabilities I must principally consider whether, and if so when, they are likely to become present liabilities.’

Judges:

Nourse J

Citations:

[1986] BCLC 261

Statutes:

Companies Act 1948 223(d) 222(f0

Jurisdiction:

England and Wales

Cited by:

Cited – Byblos Bank SAL v Al-Khudhairy CA 1987
The parties disputed the validity of the appointment of a receiver. The ostensible ground for appointment of the receiver was not made out, but the bank relied on a new ground, section 223(d) of the 1948 Act. Nicholls LJ observed: ‘Construing this . .
Cited – BNY Corporate Trustee Services Ltd and Others v Neuberger SC 9-May-2013
Potential Insolvency effect under guarantee
The various parties had entered into complex and substantial financial arrangements incorporating guarantees. The guarantees were conditional upon the guaranteed party being solvent. The parties disputed whether a party which would otherwise be . .
Lists of cited by and citing cases may be incomplete.

Company, Insolvency

Updated: 11 May 2022; Ref: scu.535117

Re Dawes and Henderson Agencies Ltd: ChD 1999

Sir Richard Scott V-C considered the effect of the relative strength of the case as to need on the degree of risk to the public that might be acceptable on any resumption of company director responsibilities, and concluded that in a strong case of need some slight risk might be acceptable: ‘In a case where no need has been demonstrated on the company’s part to have the applicant as its director or, from a business point of view, on the applicant’s part to be a director, there would need, I think, to be only a very small risk to the public which the granting of leave might produce to justify the refusal of the application. Per contra, if a substantial and pressing need on the part of the company, or on the part of the individual in order to be able to earn his living, could be shown in favour of the grant of leave then it might be right to accept some slight risk to the public if the leave sought were granted’.

Judges:

Sir Richard Scott V-C

Citations:

[1999] 2 BCLC 317

Statutes:

Company Directors Disqualification Act 1986 17

Jurisdiction:

England and Wales

Cited by:

Cited – Harris v Secretary of State for Business, Innovation and Skills ChD 9-Aug-2013
The claimant had offered an undertaking not to act as a company director for a period of time, to avoid applications for his disqualification. He now sought leave to act.
Held: The applicant had: ‘put forward ample evidence to justify a . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 11 May 2022; Ref: scu.514983

Smith, Stone and Knight Limited v Birmingham: 1939

Implied Agency between Parent and Subsidiary

An application was made to set aside a preliminary determination by an arbitrator. The parties disputed the compensation payable by the respondent for the acquisition of land owned by Smith Stone and held by Birmingham Waste as its tenant on a yearly tenancy. Birmingham Waste was a wholly owned subsidiary of Smith Stone and was said in the Smith Stone claim to carry on business as a separate department and agent for Smith Stone. As a yearly tenant, Birmingham Waste, however, had no status to claim compensation. The question was whether, as a matter of law, the parent company could claim compensation for disturbance to the business carried on at the acquired premises. The arbitrator’s award answered this in the negative. Smith Stone applied to set the award aside on the ground of technical misconduct.
Held: The parent company was entitled to compensation in respect of a business carried on by a subsidiary on the basis that the subsidiary was in reality carrying it on on behalf of the parent company.
An implied agency existed between the parent and subsidiary companies so that the parent was considered to own the business carried on by the subsidiary and could claim compensation for disturbance caused to the subsidiary’s business by the local council. In determining whether a subsidiary was an implied agent of the parent, Atkinson J examined whether, on the facts as found by the arbitrator and after rejecting certain conclusions of fact which were unsupported by evidence, Smith Stone was in fact the real owner of the business and was therefore entitled to compensation for its disturbance.
The rule to protect the fact of separate corporate identities was circumvented because the subsidiary was the agent, employee or tool of the parent. The subsidiary company was operating a business on behalf of its parent company because its profits were treated entirely as those of the parent company’s; it had no staff and the persons conducting the business were appointed by the parent company, and it did not govern the business or decide how much capital should be embarked on it. In those circumstances, the court was able to infer that the company was merely the agent or nominee of the parent company.
Atkinson J formulated six relevant criteria, namely:
‘(a) Were the profits treated as profits of the parent?
(b) Were the persons conducting the business appointed by the parent?
(c) Was the parent the head and brain of the trading venture?
(d) Did the parent govern the venture, decide what should be done and what capital should be embarked on the venture?
(e) Did the parent make the profits by its skill and direction?
(f) Was the parent in effectual and constant control?’

Judges:

Atkinson J

Citations:

[1939] 4 All ER 116

Jurisdiction:

England and Wales

Cited by:

Cited – Reed v Marriott (Solicitors Regulation Authority) Admn 13-May-2009
The appellant solicitor had entered into an arrangement with a company to receive referrals of personal injury cases. She said that the agreements were deliberately devised to hide the fact that unlawful referral fees were to be paid, by requiring . .
Lists of cited by and citing cases may be incomplete.

Company, Agency

Updated: 11 May 2022; Ref: scu.472101

Re Barings and Others (No 3): ChD 1999

The disqualified director sought leave under section 17 to act as a director in circumstances which did not involve him assuming any executive responsibilities, other than of a trivial nature, and left him free to contract as a consultant.
Held: Where a disqualification order has been made following dishonesty, that is likely to be a very important factor in deciding whether or not to grant permission for a disqualified director to take up a new appointment as a director. Sir Richard Scott V-C drew attention to the need to balance the nature of the conduct which led to and justified the disqualification against the risk of recurrence: ‘[s.17] leave should not be granted in circumstances in which the effect of its grant would be to undermine the purpose of the disqualification order . . The improprieties which have led to and required the making of a disqualification order must be kept clearly in mind when considering whether a grant of section 17 leave should be granted.
. . If the conduct of a director has been tainted by any dishonesty, if the company in question has been allowed to continue trading while obviously hopelessly insolvent, if a director has been withdrawing from a struggling company excessive amounts of remuneration in anticipation of the company’s collapse and, in effect, living off the company’s creditors, and if a disqualification order were then made, these circumstances would loom very large on any section 17 application. The court would, I am sure, have in mind the need to protect the public from any repetition of the conduct in question.
. . It seems to me that the importance of protecting the public from the conduct that led to the disqualification order and the need that the applicant should be able to act as a director of a particular company must be kept in balance with one another. The Court when considering whether or not to grant leave should, in particular, pay attention to the nature of the defects in company management that led to the disqualification order and ask itself whether, if leave were granted, a situation might arise in which there would be a risk of recurrence of those defects. In a case like the present there seems to me to be virtually no risk at all of such a recurrence.’

Judges:

Sir Richard Scott V-C

Citations:

[2000] 1 WLR 634, [1999] 1 All ER 1017, [1999] BCC 960

Statutes:

Company Directors Disqualification Act 1986 17

Jurisdiction:

England and Wales

Cited by:

Cited – Harris v Secretary of State for Business, Innovation and Skills ChD 9-Aug-2013
The claimant had offered an undertaking not to act as a company director for a period of time, to avoid applications for his disqualification. He now sought leave to act.
Held: The applicant had: ‘put forward ample evidence to justify a . .
Cited – The Secretary of State for Business, Innovation and Skills v Weston and Another ChD 5-Sep-2014
The Secretary of State sought company director disqualification orders against the defendants saying they had been convicted of making false instruments. The Insolvency service had decided against such proceedings, and the Crown Court judge, when . .
Cited – Re Denis Hilton Ltd ChD 2002
A director was prosecuted for the criminal offence of fraudulent trading, and in light of that the Disqualification Unit at the Insolvency Service decided not to pursue its own disqualification application under s6 but to ask the prosecution to seek . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 11 May 2022; Ref: scu.514984

Reese River Silver Mining Co Ltd v Smith: HL 1869

Rescission for misrepresentation is always the act of the party (representee) himself.
The fact that a person’s name continues to remain on a company’s register as member does not mean that it should have done so under the provisions of the Articles.
An election or decision to rescind, in order to be effective, must be exercised unequivocally, ‘in the plainest and most open manner competent’.

Judges:

Lord Hatherley LC

Citations:

(1869) LR 4 HL 64

Jurisdiction:

England and Wales

Cited by:

Cited – Car and Universal Finance Company Ltd v Caldwell CA 19-Dec-1963
The defendant had sold a car, taking as payment a cheque which was dishonoured; the plaintiffs later bought the car in good faith.
Held: The defendant was entitled to return of the car, even though the original purchaser had disappeared, and . .
Lists of cited by and citing cases may be incomplete.

Contract, Company

Updated: 11 May 2022; Ref: scu.466387

Elliot v Mackie and Sons Ltd; Elliot v Whyte: 1935

Executors of the deceased founder of the company had executed transfers of shares in favour of two of their number and a third party to qualify them as directors of the company under the articles, the trustees and executors wanting adequate representation on the board of directors. The certificates were endorsed to show that the transfers were purely nominal and done only in order to enable the transferees to qualify as directors, the beneficial interest remaining in the transferors. This initiative was objected to by some of the beneficiaries under the deceased’s testamentary settlement. They said that registration of the transfers was ultra vires of the company because the company’s articles provided that shares must be held by a director ‘in his own name and right’, and that the register should be rectified because the transferees’ names had without sufficient cause been entered in the register.
Held: The argument that registration of the transfers was ultra vires of the company because the shares were not held in the transferees’ own right as they had no beneficial interest in them was rejected. It was practice for notice of trusts to be taken in company registers. But Lord President Clyde did not think that this made the relation between the registered trustee and the company in any way different from that which existed in the case of other shareholders. Applying Muir v City of Glasgow Bank (1878) 6 R 392, a trustee has the full right of property in the shares and consequently incurs personally the full liabilities of a shareholder. He added these words: ‘The matter is one in which it is most undesirable to have different interpretations, north and south of the Border, of an expression in common use in the articles of companies whose affairs are regulated by a legislative system which is intended to apply, generally, to both countries; and, whatever view might have been taken – had the matter arisen rebus integris – I think it is too late to open a question which (in England) authority and practice, and (in Scotland) practice conform to that authority, has closed.’
The expression in common use to which this passage refers is the provision in the company’s articles that the qualification was the holding of a certain number of shares in the director’s ‘own name and right.’ The decisive issue was the effect of the entry of the transferees’ names on the register as members of the company, as to which the law on both sides of the Border is the same. The fact that the certificates on the back of the transfers disclosed that the transfers were purely nominal was insufficient to prevent shares that were actually held in trust from constituting a director’s qualification.
Lord Morison said that it was of no concern to the company whether the shareholder was the owner of the shares which he held, or whether third parties were the owners or had interests in them.

Judges:

Lord President Clyde

Citations:

1935 SC 81

Citing:

Applied – Muir v City of Glasgow Bank HL 1878
The bank had failed as the result of a fraud perpertrated by its directors. The liability of the members was unlimited. Lord President Inglis said: ‘Persons becoming partners of a joint stock company, such as the Western Bank, and being registered . .

Cited by:

Cited – 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.

Scotland, Company

Updated: 11 May 2022; Ref: scu.432930

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

A trading company was established in 1838, upon the terms contained in the prospectus, which placed its affairs under the management of individual directors, but contained no provision as to the transfers of shares. The certificates of shares purported to, give the holder a title to the shares, which accordingly were treated transferable by delivery was not such an assumption of a corporate character as to make the company illegal.
A person who buys shares in a trading company is to be taken to have bought them subject to their existing liabilities, and, on the winding up of the company, is liable to contribute, as well towards debts incurred before as those incurred after the purchase.

Citations:

[1859] EngR 854, (1859) 4 De G and J 544, (1859) 45 ER 211

Links:

Commonlii

Cited by:

Cited – English Bridge Union Ltd, Regina (on The Application of) v The English Sports Council and Others Admn 15-Oct-2015
The claimant Union claimed that the defendant should recognise the game of bridge as a sport. The defendant had adopted a definition from Europe which required physical activity, and the Union said that this was a misconstruction of its Royal . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 11 May 2022; Ref: scu.288206

Re The Mexican And South American Company In Re Aston: 12 May 1859

Where a witness objects to answer, on the ground that he may subject himself to penalties, he must, in many instances, be the only one to determine on his liability; but when the facts disclosed raise a point of law as to his liability, the Court must decide it.
A joint stock company whose shares are represented to be transferable by delivery, is not necessarily illegal at common law.
A joint stock company established without Act or charter in 1835, and prior to the Joint Stock Companies Registration Act (7 and 8 Vict. c. 110), does not, upon an alteration in the shareholders subsequent to that Act, require registration.
The case of Blundell v. Winsor (8 Sim. 60), commented on.
A stockbroker held bound to discover the names of the persons for whom he had purchased shares in a joint stock company which had neither been incorporated, chartered or registered, and which was regulated by no deed of settlement, and whose shares passed by delivery.

Citations:

[1859] EngR 608, (1859) 27 Beav 474, (1859) 54 ER 188

Links:

Commonlii

Company

Updated: 11 May 2022; Ref: scu.287960

Attorney General v Stanyforth: 1721

Co-partners are liable for penalties incurred, for instance, for breach of revenue laws.

Citations:

(1721) Bunb 97

Jurisdiction:

England and Wales

Cited by:

Cited – Dubai Aluminium Company Limited v Salaam and Others HL 5-Dec-2002
Partners Liable for Dishonest Act of Solicitor
A solicitor had been alleged to have acted dishonestly, having assisted in a fraudulent breach of trust by drafting certain documents. Contributions to the damages were sought from his partners.
Held: The acts complained of were so close to . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 11 May 2022; Ref: scu.193841

Dubai Aluminium Company Limited v Salaam and others: CA 7 Apr 2000

The liability of a firm for the wrongful acts of one partner is not limited to tortious acts creating liability in common law, but includes all wrongful acts or omissions, including a knowing assistance in a fraudulent scheme. A solicitor who prepares documents for use in a fraudulent scheme, and gives supporting advice, unbeknown to his partners, is acting outside the ordinary course of business, and his partners are not vicariously liable for his acts.

Judges:

Evans, Aldous LJJ, Turner J

Citations:

Times 21-Apr-2000, [2000] 3 WLR 910, [2000] EWCA Civ 118, [2000] 2 Lloyd’s Rep 168, [2001] QB 113, [2000] PNLR 578, [2000] Lloyd’s Rep PN 497

Links:

Bailii

Statutes:

Partnership Act 1890 10

Jurisdiction:

England and Wales

Citing:

Appeal from – Dubai Aluminium Company Ltd v Salaam and Others QBD 17-Jul-1998
A partner is vicariously liable for the acts of his partner in equity as well as in tort. Where a partner acted as accessory to a breach of trust he acted as a constructive trustee. A settlement of and action on this basis was enforceable in a later . .
See Also – Dubai Aluminium Co Ltd v Al Alawi and Others ComC 3-Dec-1998
The claimants had brought proceedings against their former sales manager for accepting bribes and secret commission from outsiders. In support of their claim the claimants had obtained a search and seizure order and a worldwide freezing injunction, . .

Cited by:

Appeal from – Dubai Aluminium Company Limited v Salaam and Others HL 5-Dec-2002
Partners Liable for Dishonest Act of Solicitor
A solicitor had been alleged to have acted dishonestly, having assisted in a fraudulent breach of trust by drafting certain documents. Contributions to the damages were sought from his partners.
Held: The acts complained of were so close to . .
Lists of cited by and citing cases may be incomplete.

Company, Legal Professions, Vicarious Liability

Updated: 11 May 2022; Ref: scu.147151

Regina v Darlington Borough Council Ex Association of Darlington Tax Owners and Another (No 2): QBD 14 Apr 1994

An unincorporated association although not a legal person with the capacity to sue in judicial review, may still suffer an order for costs.

Citations:

Times 14-Apr-1994

Jurisdiction:

England and Wales

Citing:

See Also – Regina v Darlington Borough Council Ex Parte Association of Darlington Taxi Owners and Darlington Owner Drivers Association QBD 13-Jan-1994
The court should distinguish the concepts of locus standi and capacity when considering applications for judicial review. An unincorporated association is not a legal person and may not seek Judicial Review. . .
Lists of cited by and citing cases may be incomplete.

Costs, Company

Updated: 11 May 2022; Ref: scu.86506

Re Seagull Manufacturing Co Ltd: ChD 3 May 1993

A company director who was resident overseas may be subject to disqualification proceedings.

Citations:

Ind Summary 03-May-1993

Statutes:

Company Directors Disqualification Act 1986 6

Jurisdiction:

England and Wales

Citing:

See Also – In Re Seagull Manufacturing Co Ltd (In Liquidation); Tucker CA 22-Feb-1993
The court has jurisdiction to order the public examination of a company director in in a compulsory liquidation about the affairs of the company, even though he might not be within the jurisdiction. The court found no reasons of comity which would . .

Cited by:

See Also – Re Seagull Manufacturing Co Ltd (In Liquidation) (No 2) ChD 12-Jan-1994
A director resident abroad is still subject to UK jurisdiction. . .
Lists of cited by and citing cases may be incomplete.

Company, Jurisdiction

Updated: 11 May 2022; Ref: scu.85878

Regina v Warrington Crown Court, Ex Parte Rbnb (A Company): CA 8 Sep 2000

Licensing justices were not able to insist on the disclosure of the identities of the shareholders of an unlimited company applying for a liquor licence. The Act required the person having day to day control and management of the premises to be known and of satisfactory character. If that was achieved then there was no additional requirement to disclose shareholdings. There was nothing necessarily disreputable about a company exercising rights given to it in law. Before any adverse inference could be drawn from the silence, there must be something additional basis.

Citations:

Times 08-Sep-2000

Statutes:

Licensing Act 1964

Jurisdiction:

England and Wales

Licensing, Company

Updated: 11 May 2022; Ref: scu.85604

Regina v Inland Revenue Commissioners, Ex Parte Newfields Developments Ltd: CA 15 Feb 2000

The test in the section, provided the conclusive test to establish who had control of a company. The commissioners had no discretion as to how or when to apply the criteria. The first part listed several ways in which the identity and number of people with control was to be calculated, and the second limb was to be used to choose between them.

Citations:

Times 15-Feb-2000

Statutes:

Income and Corporation Taxes Act 1988 416 (6), 13

Jurisdiction:

England and Wales

Citing:

Appeal from – Regina v Commissioners of Inland Revenue ex parte Newfields Developments Limited Admn 17-Feb-1999
The power of the Inland Revenue to attribute to company members powers to control the company not given by their holdings, by associating them with other members is a limited one and is to be used only when the association is real.
Small . .

Cited by:

Appeal from – Regina v Inland Revenue Commissioners, ex parte Newfields Developments Ltd HL 21-Jun-2001
Tax relief for smaller companies was to be reduced where a person controlling the company was associated with other companies. The taxpayer was found to be in control of two companies by virtue of her associations with two trusts with control of two . .
Lists of cited by and citing cases may be incomplete.

Corporation Tax, Company

Updated: 11 May 2022; Ref: scu.85324

Morris and Others v Hateley and Another: CA 10 Mar 1999

Majority shareholders having asserted control over a company to remove a minority shareholder from his involvement as a director in the management of the company did not have the right to require him to sell his shares to them.

Citations:

Times 10-Mar-1999, Gazette 31-Mar-1999

Statutes:

Companies Act 1985 459

Jurisdiction:

England and Wales

Company

Updated: 11 May 2022; Ref: scu.83851

Joyce v Morrissey and Others: CA 16 Nov 1998

Members of a partnership wishing to change the basis of allocation of share of profits, can only do so effectively in an explicit manner. An apportionment shown as changed in the partnership accounts alone was insufficient to achieve this.

Citations:

Times 16-Nov-1998, Gazette 10-Dec-1998

Jurisdiction:

England and Wales

Company

Updated: 10 May 2022; Ref: scu.82638

Keene v Martin: CA 11 Nov 1999

The section allowed the court to decide both to allow the rectification of a company’s registers and also to decide the true ownership of shares. Although a summary procedure was not appropriate for the settlement of cases involving substantially disputed issues of fact, the over-riding purpose of the court rules should be allowed to enable the court to make directions appropriate for the deciding of the issues in the case.

Citations:

Gazette 17-Nov-1999, Times 11-Nov-1999

Statutes:

Companies Act 1985 395(1) 395(3)

Jurisdiction:

England and Wales

Company

Updated: 10 May 2022; Ref: scu.82698

In Re Toshoko Finance Uk Plc: CA 29 Mar 2000

Where a company in liquidation made profits which were to be taken into account for Corporation Tax even though they might never be realisable, the tax payable had priority over the claims of the creditors. In this case the prime asset of the company was a debt due from a connected company. It would not be paid, but the law deemed it to receive interest and that the interest was taxable.

Citations:

Times 29-Mar-2000, Gazette 14-Apr-2000

Statutes:

Income and Corporation Taxes Act 1988

Jurisdiction:

England and Wales

Corporation Tax, Insolvency, Company

Updated: 10 May 2022; Ref: scu.82253

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

An applicant for a company director disqualification order was permitted to name more than one company as the lead company in its application. The Interpretation Act operated to resolve any ambiguity or lack of clarity in favour of an interpretation allowing multiple lead companies. The notice of intention to apply need not either mention all intended lead companies.

Citations:

Times 28-Jul-1999

Statutes:

Company Directors Disqualification Act 1986 6

Jurisdiction:

England and Wales

Citing:

Appeal from – In Re Surrey Leisure Ltd ChD 25-Jan-1999
In company director disqualification proceedings the person applying for the order could nominate more than one lead company in the proceedings, but he did not have a duty to name all the lead companies. . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 10 May 2022; Ref: scu.82211

In Re Blenheim Leisure (Restaurants) Ltd (No 2): ChD 26 Oct 1999

On an application to restore a company to the register, the court has the power to impose conditions, whether as pre-conditions or whether by accepting undertakings as to the circumstances for restoral. Such conditions however must be intended primarily for the benefit of either the company or of the Registrar.

Citations:

Gazette 20-Oct-1999, Times 26-Oct-1999

Statutes:

Companies Act 1985 653

Jurisdiction:

England and Wales

Company

Updated: 10 May 2022; Ref: scu.81753

England v Smith: CA 8 Dec 1999

A liquidator of an Australian company sought damages from a ‘world-wide’ company Arthur Andersen’ and sought in particular to examine a partner in the UK. Examination was at first refused since an English court would not make a similar order. That erred in taking a restrictive view of English insolvency practice. ‘Insolvency Law’ did not exclude other considerations such as the need for comity as shown in the section. Australian law applied to the examination of an accountant connected with insolvent Australian company.

Citations:

Gazette 08-Dec-1999, [2001] Ch 419

Statutes:

Insolvency Act 1986 236

Jurisdiction:

England and Wales

Cited by:

Cited – McGrath and Honey v McMahon and Others, Re HIH Casualty and General Insurance Ltd and others CA 9-Jun-2006
The insurance company was to be wound up. It operated internationally but was registered in Australia. The Australian liquidator now sought an order for the transfer of assets held here to Australia.
Held: It was inevitable that cross border . .
Cited – McGrath and others v Riddell and others HL 9-Apr-2008
(Orse In Re HIH Casualty and General Insurance Ltd)
HIH, an Australian Insurance company, became insolvent. An order was sought for the collection and remission of it assets in England under a letter of request from the Australia Court.
Lists of cited by and citing cases may be incomplete.

Company, International

Updated: 10 May 2022; Ref: scu.80333

Attorney General’s Reference (No 2 of 1998): CA 10 May 1999

The requirement to explain a document in the section extended beyond explanation of the text and included its creation, authorship, accuracy, intended use, destination and significance. The questions still needed to reasonable within the investigation.

Citations:

Times 10-May-1999, Gazette 26-May-1999

Statutes:

Companies Act 1985 447

Jurisdiction:

England and Wales

Company

Updated: 10 May 2022; Ref: scu.77961

B E Lavender v Witten Industrial Diamonds: 1979

Citations:

[1979] FSR 9

Cited by:

Cited – PLG Research Ltd and Another v Ardon International Ltd and Others ChD 25-Nov-1994
A patent infingement claim was met by the assertion that the material covered had been disclosed before the patent had been obtained. The court was asked as to the test of whether the information in a claim had been disclosed. Aldous J said: ‘Mr. . .
Lists of cited by and citing cases may be incomplete.

Torts – Other, Company

Updated: 10 May 2022; Ref: scu.277101

Feetum v Levy: CA 2006

Jonathan Parker LJ discussed the granting of declarations: ‘things have indeed moved on since the Meadows case was decided; and the courts should not nowadays apply such a restrictive meaning to the passage in Lord Diplock’s speech in Gouriet’s case’.

Judges:

Jonathan Parker LJ

Citations:

[2006] Ch 585

Jurisdiction:

England and Wales

Citing:

Cited – Meadows Indemnity Co Ltd v The Insurance Corporation of Ireland plc and Another CA 1989
A claim was made for declaratory relief.
Held: The Claimant, a re-insurer, did not have locus to claim a declaration that the main insurer could avoid the main contract of insurance, to which the Claimant was not a party. The court considered . .
Appeal from – Feetum and Other v Levy and Others ChD 5-Jan-2005
The applicants sought a declaration that the appointment of the defendants as administrative receivers of the company, a limited liability company, was precluded by the 1986 Act.
Held: The administrator had been appointed under a debenture, . .
Cited – Gouriet v Union of Post Office Workers HL 26-Jul-1977
The claimant sought an injunction to prevent the respondent Trades Union calling on its members to boycott mail to South Africa. The respondents challenged the ability of the court to make such an order.
Held: The wide wording of the statute . .

Cited by:

Cited – Office of Fair Trading v Foxtons Ltd ChD 17-Jul-2008
Complaint was made that the Foxtons standard terms of acting in residential lettings were unfair. Foxtons objected to the jurisdiction of the Claimant to intervene.
Held: On a challenge to an individual contract, the court would be able to see . .
Cited – Rolls-Royce plc v Unite the Union CA 14-May-2009
The parties disputed whether the inclusion of length of service within a selection matrix for redundancy purposes would amount to unlawful age discrimination. The court was asked whether it was correct to make a declaratory judgment when the case . .
Lists of cited by and citing cases may be incomplete.

Insolvency, Company

Updated: 10 May 2022; Ref: scu.271001

Re Gee and Co (Woolwich) Ltd: 1975

Company accounts can acknowledge the company’s liability for debts as at the date at which the accounts are drawn up even if they are not finalised and signed until after that date.

Citations:

[1975] Ch 52

Cited by:

Cited – Ofulue and Another v Bossert CA 29-Jan-2008
The claimants appealed an order finding that the defendant had acquired their land by adverse possession. They said that the defendant had asserted in defence to possession proceedings that they were tenants, and that this contradicted an intent to . .
Lists of cited by and citing cases may be incomplete.

Limitation, Company

Updated: 10 May 2022; Ref: scu.264081

Re JE Cade and Son Ltd: 1992

The petitioner claimed unfair prejudice under section 459. The company was a licensee of a farm and he sought to recover possession.
Held: The petition failed. In reality he was seeking to promote his interests as freeholder in the land, and not his interests as a shareholder in the company.
Warner J said: ‘It is well established . . that the interests of a member of a company that the court has jurisdiction to protect under section 459 are only his interests as a member. While those interests are not necessarily limited to his strict legal rights under the constitution of the company, they do not extend to interests of his in some other capacity.’

Judges:

Warner J

Citations:

[1992] BCLC 213

Statutes:

Companies Act 1985 459

Cited by:

Cited – Re Haden Bill Electrical Ltd 1995
The petitioner had had in practice control of the company as chairman and though he owned only 25% of the shares. His own company loaned andpound;200,000 to the company as working capital. He complained that he had been removed as a director.
Cited – In the Matter of Pectel Limited; O’Neill; O’Neill v Phillips; Phillips and Pectel Limited CA 1-May-1997
The petitioners sought either the purchase of their shares, or the winding up of the company alleging unfair prejudice in the management of the company. The defendants argued that what was complained of did not fall within section 459 since it was . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 10 May 2022; Ref: scu.264075

Re Rocksteady Services Ltd: 2001

Director disqualification proceedings will not be struck out simply because there has been a delay in the course of the preparations for trial or even in the trial itself.

Citations:

[2001] 1 BCLC 84

Jurisdiction:

England and Wales

Cited by:

Cited – Eastaway v Secretary of State for Trade and Industry CA 10-May-2007
The applicant had been subject to company director disqualification proceedings. Eventually he gave an undertaking not to act as a company director, but then succeeded at the ECHR in a complaint of delay. He now sought release from his undertaking . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 10 May 2022; Ref: scu.268065

Dixon v Kennaway and Co: 1900

Farwell J said: ‘There is no doubt on the authorities that a certificate under the seal of the company estops the company from denying the title of a person who has accepted and acted on the certificate. In Knights -v- Wiffen [LR 5 QB 660 at 665] Blackburn J defines estoppel as follows: ‘Where one states a thing to another, with a view to the other altering his position, or knowing that, as a reasonable man, he will alter his position, then the person to whom the statement is made is entitled to hold the other bound, and the matter is regulated by the state of facts imported by the statement.’. I accept that as a good definition of estoppel . . ‘ and ‘It is plain that when Blackburn J uses the phrase ‘alter his position’ he does not mean that an active alteration is necessary, but that it is sufficient if the person to whom the statement is made rests satisfied with the position taken up by him in reliance on the statement, so that he suffers loss.’

Judges:

Farwell J

Citations:

[1900] 1 Ch 833

Jurisdiction:

England and Wales

Citing:

Distinguished – Simm and Others v Anglo-American Telegraph Co CA 1879
A firm which had acted through nominees sought to raise an estoppel as to its status on the company registers.
Held: The nominees acquired a ‘title by estoppel’ against the company following the issue by the company of a share certificate to . .

Cited by:

Cited – Cadbury Schweppes Plc and Another v Halifax Share Dealing Ltd and Another ChD 23-May-2006
Fraudsters had successfully contrived to sell shares of others, by re-registering the shares to new addresses and requesting new certificates. The question was which of the company, the company registrars and the stockbrokers should bear the loss. . .
Lists of cited by and citing cases may be incomplete.

Company, Estoppel

Updated: 10 May 2022; Ref: scu.242173

London and Mashonaland Exploration Co Ltd v New Mashonaland Exploration Co Ltd: 1891

There is nothing inherently objectionable in the position of a company director (and chairman) who, without breaching any express restrictive agreement or disclosing any confidential information, becomes engaged, whether personally or as a director of another company, in the same line of business.

Judges:

Chitty J

Citations:

[1891] WN 165

Cited by:

Approved – Bell v Lever Brothers Ltd HL 15-Dec-1931
Contract – Mutual Mistake Test
Bell was director and chairman of Niger, a subsidiary of Lever Brothers Ltd who dismissed him, offering and paying pounds 30,000 compensation. Lever then discovered that Mr Bell had made secret profits at the expense of Niger for which he could have . .
Doubted – In Plus Group Ltd v Pyke CA 6-Feb-2002
P was a director of In Plus. However, he had fallen out with his co-director; and had been effectively excluded from the management of the company. While still a director, he set up his own company which entered into contracts on its own behalf with . .
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.

Company

Updated: 10 May 2022; Ref: scu.230281

Regentcrest plc v Cohen: 2001

The good faith of the directors must be determined subjectively; the question is the director’s state of mind.

Citations:

[2001] 2 BCLC 80

Jurisdiction:

England and Wales

Cited by:

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.

Company

Updated: 10 May 2022; Ref: scu.230276

Lindsley v Woodfull: CA 2004

Mr Woodfull, while still a partner, incorporated a company which entered into a valuable contract with one of his partnership’s main customers (Colt), for which Mr Woodfull had been negotiating on behalf of the partnership.
Held: He was accountable for the profits. The issue was the date down to which the account should have been ordered. Arden LJ made general observations about the basis of Mr Woodfull’s liability: ‘The Colt contract clearly fell within the partnership’s area of business. No question arises as to whether the opportunity to obtain that contract was outside the scope of Mr Woodfull’s duties. That opportunity was, in my judgment, an intangible asset of the partnership which Mr Woodfull ought (in the absence of fully informed consent from his partners) to have taken up for the benefit of the partnership.’ and ‘The result looks extreme, but the purpose of imposing liability for breach of the fiduciary duty not to make a secret profit is partly to act as a deterrent . . The facts of this case do not suggest that the need for this deterrent has diminished since the eighteenth century. Moreover, it is obvious that if (as here) a fiduciary holds trust property at the cesser of his fiduciary relationship, he remains accountable for it. His duty is to hand it back to the person or persons to whom the fiduciary duty was owed.’

Judges:

Arden LJ, Thorpe LJ

Citations:

[2004] 2 BCLC 131

Jurisdiction:

England and Wales

Cited by:

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.

Company

Updated: 10 May 2022; Ref: scu.230284

Attorney General of Ceylon v Mackie: PC 1952

The House considered how to value a company. The possibility that a business might be sold as a going concern for a price equal to the net realisable value of the assets employed was envisaged: ‘If it is proved in a particular case that at the relevant date the business could not have been sold for more than the value of its tangible assets, then that must be taken to be its value as a going concern.’

Judges:

Lord Reid

Citations:

[1952] 2 All ER 775

Cited by:

Cited – Kieth Platt v Colin Platt and Another CA 13-Dec-2000
The applicant appealed an order setting aside transfers to him of shares in a family company, found to have been made after misrepresentation and a breach of fiduciary duty. Three companies owned by the family had fallen into difficulties, and the . .
Lists of cited by and citing cases may be incomplete.

Company, Damages

Updated: 10 May 2022; Ref: scu.229778

In Re Bourne: CA 1906

On the dissolution of a partnership and in the absence of some agreement to the contrary, the partners have the right, and the duty, to realise the partnership properly and for the purpose of that realisation to carry on the business if it is necessary so to do.

Judges:

Vaughan Williams LJ

Citations:

[1906] 2 Ch 427

Statutes:

Partnership Act 1890

Jurisdiction:

England and Wales

Cited by:

Cited – Hardip Singh Gill v Kulbir Singh Sandhu ChD 26-Jan-2005
The partnership had been dissolved. It had involved conversion of a property to be run as a nursing home. The claimant was to manage the home, and the profits would be used first to pay him a salary, and then to be divided equally. When wound up . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 09 May 2022; Ref: scu.222011

Barclays Bank Trust Co Ltd v Bluff: 1982

Section 42(1) did not apply to capital profits made during the post dissolution period.

Citations:

[1982] Ch 172

Statutes:

Partnership Act 1890 42(1)

Jurisdiction:

England and Wales

Cited by:

Cited – Hardip Singh Gill v Kulbir Singh Sandhu ChD 26-Jan-2005
The partnership had been dissolved. It had involved conversion of a property to be run as a nursing home. The claimant was to manage the home, and the profits would be used first to pay him a salary, and then to be divided equally. When wound up . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 09 May 2022; Ref: scu.222010

Re a Company No 001573 of 1983: ChD 1983

The court was presented with a petition of a creditor to wind up a company. The company had leasehold premises which contained a provision for forfeiture of the lease in the event of such a petition. The petitioner had agreed with the company’s landlord that if a petition to wind up the company was presented before a certain date the landlord would terminate the lease and grant a new lease to the petitioner.
Held: The court dismissed the petition as an abuse of process: ‘The question, therefore, is not ‘does the petitioner genuinely wish to wind up the company’. It would be hard for me to find that this petitioner which has taken all regular steps to prosecute its petition and which plainly has reasons to desire the winding-up of this company, since that must put beyond much cavil the future of the company’s lease, does not in truth desire to wind up the company. In my judgment the true question is ‘for what purpose does the petitioner wish to wind up this company’ A judge has to decide whether the petition is for the benefit of the class of which the petitioner forms a part or is for some purpose of his own. If the latter, then it is not properly brought. If the petitioner can show that he and his class stand together and will benefit or suffer rateably, then his ill motive is nothing to the point. But here it is plain that no such even-handedness exists. If the petition is properly brought, then the petitioner stands to get a valuable asset for itself and the rest of the class of creditors are likely to get nothing. If the petition is not properly brought, so that in Scotland the company’s lease remains un-‘irritated’ (and I have no certainty that this will be so) then the class of creditors including the petitioner may all have some hope of payment or will at least suffer rateably.’

Judges:

Harman J

Citations:

[1983] 1 BCC 98937

Jurisdiction:

England and Wales

Cited by:

Cited – In the Matter of British American Racing (Holdings) Limited; In the Matter of the Insolvency Act 1986 ChD 16-Dec-2004
The company raced in the Formula 1 series. Its main sponsors had been British American Tobacco, but because of restrictions of tobacco advertising, the company lost substantial revenue and fell in to loss, and entered into an individual voluntary . .
Lists of cited by and citing cases may be incomplete.

Company, Insolvency

Updated: 09 May 2022; Ref: scu.221022

Hill v Permanent Trustee Company of New South Wales Ltd: PC 1930

A bonus issue does not reduce those assets since the assets and liabilities side of the balance sheet remains unchanged but the capital and reserves side of the balance sheet is rearranged with a reduction in the amount of the profits or other relevant reserves and an equal increase in the amount of the paid up share capital reflecting the increase in the issued share capital.

Judges:

Lord Russell

Citations:

[1930] AC 720

Cited by:

Cited – EIC Services Ltd European Internet Capital Ltd v Phipps, Paul, Barber CA 30-Jul-2004
Whether issue of additional shares had been properly authorised . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 09 May 2022; Ref: scu.199727

In re Richards and Co: 1869

The court refused to sanction a scheme because it treated a creditor with preferential rights in a liquidation as an ordinary unsecured creditor.

Citations:

[1869] 11 Ch D 676

Jurisdiction:

England and Wales

Cited by:

Cited – In re Telewest Communications Plc ChD 26-Apr-2004
A scheme of arrangement had been proposed. The creditor complained that in providing for payment in a currency other than that agreed, it had been prejudiced.
Held: The provision in the scheme did purport to alter the claimant’s rights. . .
Lists of cited by and citing cases may be incomplete.

Company, Insolvency

Updated: 09 May 2022; Ref: scu.197910

Hampton and Sons v Garrard Smith (Estate Agents): CA 2002

(Year?) A joint venture can give rise to an obligation for good faith as between the parties.

Citations:

274 EG 1139

Jurisdiction:

England and Wales

Cited by:

Cited – Thames Cruises Limited v George Wheeler Launches Limited, Kingwood Launches Limited ChD 16-Dec-2003
The parties had previously worked to gether to provide ferry services on the Thames. A new tender to operate the services was not submitted. It was alleged that the Defendants had inequitably seized for themselves a business opportunity which the . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 09 May 2022; Ref: scu.195996

Healey v Societe Anonyme Francais Rubastic: 1917

A director of the company claimed arrears of salary for work done notwithstanding that he had been summarily dismissed for misconduct. There was no question of a claim for damages for breach of duty.

Judges:

Avory J

Citations:

[1917] 1 KB 946

Cited by:

Dictum approved – Bell v Lever Brothers Ltd HL 15-Dec-1931
Contract – Mutual Mistake Test
Bell was director and chairman of Niger, a subsidiary of Lever Brothers Ltd who dismissed him, offering and paying pounds 30,000 compensation. Lever then discovered that Mr Bell had made secret profits at the expense of Niger for which he could have . .
Mentioned – Tesco Stores Limited v Pook, Pook, Universal Projects (UK) Limited ChD 14-Apr-2003
A trustee in breach of his duty has a duty to disclose that breach. It was alleged that the defendants, including a director of the claimant, had submitted false invoices to the claimants, and purchased property with the resulting profits.
Cited – Horcal Ltd v Gatland CA 1984
The court considered the arguments presented as to the duty of a director of a company to disclose his own breach of fiduciary duty: ‘Counsel . . submitted, as a general proposition, that, putting fraud on one side, there is no general duty on . .
Cited – Fassihim, Liddiardrams, International Ltd, Isograph Ltd v Item Software (UK) Ltd CA 30-Sep-2004
The first defendant (F) had been employed by a company involved in a distribution agreement. He had sought to set up a competing arrangement whilst a director of the claimant, and diverted a contract to his new company.
Held: A company . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 09 May 2022; Ref: scu.194874

In re Ricardo Group Plc: ChD 1989

The company had obtained a restrictions order under Part XV. An application was made to the court for relief.
Held: On the facts relief was refused. The respondent had secured discharge of the order under the liberty to apply, having provided the requested information, notwithstanding the company’s wish to hold on to the order pending further enquiries as to the completeness and accuracy of the information provided.
Millett J said: ‘it would be idle if I were to delude myself into thinking that these applications are made in the course of ordinary litigation. In the first place, an order imposing Part XV restrictions on shares has a much wider effect than an ordinary interlocutory injunction.
. . Far from preserving the status quo, they interfere with it. They are granted as a sanction to compel the provision of information to which the company is entitled. It follows, in my judgment, that once the information is supplied, any further justification for the continuance of the sanction disappears.’ and ‘in my judgment, these restriction orders are not to be used as weapons to gain a temporary advantage over an opponent in a contested takeover bid. Their only legitimate purpose is to coerce a recalcitrant respondent into providing the requisite information.’

Judges:

Millett J

Citations:

[1989] BCLC 566

Statutes:

Companies Act 1985 Part XV

Jurisdiction:

England and Wales

Cited by:

Cited – Eclairs Group Ltd and Another v JKX Oil and Gas Plc and Others ChD 30-Aug-2013
Challenge was made to restrictions on voting imposed on the directors under the company’s articles.
Held: The purpose of article 42 is to provide a ‘sanction or incentive’ to remedy a failure to comply with the disclosure notice. . .
Cited – Eclairs Group Ltd and Glengary Overseas Ltd v JKX Oil and Gas Plc SC 2-Dec-2015
Company Director not Trustee but is Fiduciary
The Court was asked about an alleged ‘corporate raid’, an attempt to exploit a minority shareholding in a company to obtain effective management or voting control without paying what other shareholders would regard as a proper price.
Held: The . .
Cited – JKX Oil and Gas Plc and Others v Eclairs Group Ltd CA 13-May-2014
The court was asked as to important issues on the validity and constitutionality of restrictions imposed by the directors pursuant to Part 22 of the 2006 Act and the company’s Articles of Association, including the purported disenfranchisement of . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 09 May 2022; Ref: scu.595474

Fraser v Whalley: CA 27 Feb 1864

The directors of a railway compriy are not justified in acting on an old resolution auithorising the issue of shares after the particular purpose for which the authority was given has ceased to be available.
Nor in issuing shares, supposing them to have the power, for the express purpose of creating votes to influence a coming general meeting.
And an injunction will be issued to restrain the issue of such shares ; it not being a question of the internal management of the company, buit an attempt on the part of the directors to prevent such management from being legitimately carried on. Foss v. Harbottle (2 Hare, 461) distinguished.
Where an interm order has heen obtained, and simultaneous applications are made on the part of the Plaintiff’s for an injunctioii in terms of the order, and on the part of the Defendants to discharge the order, the Plaintiffs have the right to begin.
Sir George Jessel MR said that if it had been proved that the power to make calls was being exercised for the purpose of disqualifying hostile shareholders at a general meeting, that would be an improper exercise of the directors’ powers.

Judges:

Sir George Jessel MR

Citations:

[1864] EngR 278, (1864) 71 ER 361, (1864) 2 H and M 10

Links:

Commonlii, Commonlii

Jurisdiction:

England and Wales

Cited by:

Cited – Eclairs Group Ltd and Glengary Overseas Ltd v JKX Oil and Gas Plc SC 2-Dec-2015
Company Director not Trustee but is Fiduciary
The Court was asked about an alleged ‘corporate raid’, an attempt to exploit a minority shareholding in a company to obtain effective management or voting control without paying what other shareholders would regard as a proper price.
Held: The . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 09 May 2022; Ref: scu.595477

Re Geers Gross plc: CA 1988

Nourse LJ said: ‘the clear purpose of [Pt VI of the 1985 Act] is to give a public company, and ultimately the public at large, a prima facie unqualified right to know who are the real owners of its voting shares.’

Judges:

Nourse LJ

Citations:

[1988] 1 All ER 224, [1988] BCLC 140

Statutes:

Companies Act 1985

Jurisdiction:

England and Wales

Cited by:

Cited – In re TR Technology Investment Trust Plc ChD 1988
The court was asked whether the limition on the circumstances in which the court could remove restrictions imposed under section 794, applied to a merely interim order.
Held: It did not. Hoffmann J said of the powers t demand information given . .
Cited – JKX Oil and Gas Plc and Others v Eclairs Group Ltd CA 13-May-2014
The court was asked as to important issues on the validity and constitutionality of restrictions imposed by the directors pursuant to Part 22 of the 2006 Act and the company’s Articles of Association, including the purported disenfranchisement of . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 09 May 2022; Ref: scu.595476

In re TR Technology Investment Trust Plc: ChD 1988

The court was asked whether the limition on the circumstances in which the court could remove restrictions imposed under section 794, applied to a merely interim order.
Held: It did not. Hoffmann J said of the powers t demand information given under the 1985 Act: ‘the company, through its existing board, is given the unqualified right to insist that contests for the hearts and minds of shareholders are conducted with cards on the table.’ and ‘A company is therefore able, by notices under s212, to track down all persons who, within a very extended definition, have interests in its shares. The reason why the definition is so extensive is to counter the limitless ingenuity of persons who prefer to conceal their interests behind trusts and corporate entities.’

Judges:

Hoffmann J

Citations:

[1988] BCLC 256

Statutes:

Companies Act 1985 212

Jurisdiction:

England and Wales

Citing:

Cited – Re Geers Gross plc CA 1988
Nourse LJ said: ‘the clear purpose of [Pt VI of the 1985 Act] is to give a public company, and ultimately the public at large, a prima facie unqualified right to know who are the real owners of its voting shares.’ . .

Cited by:

Cited – Eclairs Group Ltd and Another v JKX Oil and Gas Plc and Others ChD 30-Aug-2013
Challenge was made to restrictions on voting imposed on the directors under the company’s articles.
Held: The purpose of article 42 is to provide a ‘sanction or incentive’ to remedy a failure to comply with the disclosure notice. . .
Cited – JKX Oil and Gas Plc and Others v Eclairs Group Ltd CA 13-May-2014
The court was asked as to important issues on the validity and constitutionality of restrictions imposed by the directors pursuant to Part 22 of the 2006 Act and the company’s Articles of Association, including the purported disenfranchisement of . .
Cited – Eclairs Group Ltd and Glengary Overseas Ltd v JKX Oil and Gas Plc SC 2-Dec-2015
Company Director not Trustee but is Fiduciary
The Court was asked about an alleged ‘corporate raid’, an attempt to exploit a minority shareholding in a company to obtain effective management or voting control without paying what other shareholders would regard as a proper price.
Held: The . .
Lists of cited by and citing cases may be incomplete.

Company, Equity

Updated: 09 May 2022; Ref: scu.595475

Whitehouse v Carlton House Pty: 7 Apr 1987

High Court of Australia – Companies – Shares – Issue and allotment – Powers of directors – Bona fides of exercise – Ulterior purpose – Article vesting powers of directors in named governing director – Issue and allotment of shares by governing director to provide for control after his death – Articles requiring new shares to be offered to existing shareholders – Application to allotment of part of original capital.
Companies – Directors – Statutory requirement for more than one director – Powers of directors vested in governing director – Whether conflict with statute – Companies Act 1961 (Q), s. 114.
‘As a matter of logic and principle, the preferable view would seem to be that, regardless of whether the impermissible purpose was the dominant one or but one of a number of significantly contributing causes, the allotment will be invalidated if the impermissible purpose was causative in the sense that, but for its presence, ‘the power would not have been exercised’.’

Judges:

Mason (1), Wilson (2), Brennan (3), Deane (1) and Dawson (1) JJ

Citations:

[1987] HCA 11, (1987) 162 CLR 285

Links:

Austlii

Jurisdiction:

Australia

Cited by:

Cited – Eclairs Group Ltd and Glengary Overseas Ltd v JKX Oil and Gas Plc SC 2-Dec-2015
Company Director not Trustee but is Fiduciary
The Court was asked about an alleged ‘corporate raid’, an attempt to exploit a minority shareholding in a company to obtain effective management or voting control without paying what other shareholders would regard as a proper price.
Held: The . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 09 May 2022; Ref: scu.595481

Anglo-Universal Bank v Baragnon: CA 1881

If it was shown that the power to make calls was being exercised for the purpose of disqualifying hostile shareholders at a general meeting, that would be an improper exercise of the directors’ powers.

Judges:

Sir George Jessel MR

Citations:

(1881) 45 LT 362

Jurisdiction:

England and Wales

Cited by:

Cited – Eclairs Group Ltd and Glengary Overseas Ltd v JKX Oil and Gas Plc SC 2-Dec-2015
Company Director not Trustee but is Fiduciary
The Court was asked about an alleged ‘corporate raid’, an attempt to exploit a minority shareholding in a company to obtain effective management or voting control without paying what other shareholders would regard as a proper price.
Held: The . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 09 May 2022; Ref: scu.595480

Cannon v Trask: 1875

The Court was asked as to the use of the directors’ powers to fix a time for the general meeting,
Held: It was improper to fix a general meeting at a time when hostile shareholders were known to be unable to attend.

Judges:

Sir James Bacon VC

Citations:

(1875) LR 20 Eq 669

Jurisdiction:

England and Wales

Cited by:

Cited – Eclairs Group Ltd and Glengary Overseas Ltd v JKX Oil and Gas Plc SC 2-Dec-2015
Company Director not Trustee but is Fiduciary
The Court was asked about an alleged ‘corporate raid’, an attempt to exploit a minority shareholding in a company to obtain effective management or voting control without paying what other shareholders would regard as a proper price.
Held: The . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 09 May 2022; Ref: scu.595479

Re D’ Jan of London Limited: 1993

The court described the roles of a director of a company: ‘ . . the duty of care owed by a director at common law is accurately stated in sec. 214(4) of the Insolvency Act 1986. It is the conduct of: a reasonably diligent person having both- (a) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company, and (b) the general knowledge, skill and experience that that director has.’

Judges:

Hoffmann LJ

Citations:

[1993] BCLC 646

Cited by:

Cited – Equitable Life Assurance Society v Bowley and others ComC 17-Oct-2003
The claimant sought damages against its former directors for negligence and breach of fiduciary duty. The defendants asked that the claims be struck out.
Held: It was no longer good law that directors might leave the conduct of the company’s . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 09 May 2022; Ref: scu.187447

Oldham and others v Georgina Kyrris and Another: CA 4 Nov 2003

The claimant sought to bring a claim against the administrators of a partnership alleging a duty of care to creditors.
Held: Such an administrator owed no greater duty to creditors than would a director. That duty was no different whether the duty was also a fiduciary duty or one at common law. His position was directly analagous with a director. No general duty of care was owed to creditors and the claim had properly been struck out.

Judges:

Lord Justice Jonathan Parker Lord Justice Thorpe Lord Justice Dyson

Citations:

[2003] EWCA Civ 1506, Times 07-Nov-2003, Gazette 02-Jan-2004, [2004] BPIR 165, [2004] PNLR 18, [2003] NPC 133, [2004] BCC 111, [2004] 1 BCLC 305

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

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 . .
Cited – National Provincial and Union Bank of England v Charnley 1924
The court considered the general principles of equitable charges: ‘The first question that arises is whether or not this document does create a mortgage or charge, and to determine that it is necessary to form an idea of what is meant by ‘charge’. . .
Cited – Williams v Burlington Investments 1977
. .
Cited – Swiss Bank Corporation v Lloyds Bank Ltd CA 1981
An equitable charge is created when property is expressly or constructively made liable to the discharge of a debt or some other obligation, and the charge confers on the chargee a right of realisation by judicial process such as a sale order. . .
Cited – Mamidoil-Jetoil Greek Petroleum Company SA v Okta Crude Oil Refinery Ad Cross CA 22-Mar-2001
The court always leans against a conclusion which will leave parties who clearly intended to contract without a legally binding contract, and that this is the more so where they have acted as though they were bound. The court strains to supply . .
Cited – Knowles v Scott 1891
A company’s voluntary liquidator is the company’s agent and no action lies against for delay him save in the case of misfeasance or wilful misconduct. He is not a trustee for the creditors or contributories of a company in liquidation. Nor does he . .
Cited – Foley v Classique Coaches Ltd CA 1934
The sellers had sold to the buyers a piece of land to use in the latter’s business as coach proprietors, and also contracted with them to supply all the petrol required for that business ‘at a price to be agreed by the parties in writing and from . .
Cited – Caparo Industries Plc v Dickman and others HL 8-Feb-1990
Limitation of Loss from Negligent Mis-statement
The plaintiffs sought damages from accountants for negligence. They had acquired shares in a target company and, relying upon the published and audited accounts which overstated the company’s earnings, they purchased further shares.
Held: The . .
Cited – Re B Johnson and Co (Builders) Ltd CA 1953
A receiver of property is not managing the mortgagor’s property for the benefit of the mortgagor, but the security, the property of the mortgagee, for the benefit of the mortgagee. Section 333 was a procedural section which created no new cause of . .
Cited – Henderson v Merrett Syndicates Ltd HL 25-Jul-1994
Lloyds Agents Owe Care Duty to Member; no Contract
Managing agents conducted the financial affairs of the Lloyds Names belonging to the syndicates under their charge. It was alleged that they managed these affairs with a lack of due careleading to enormous losses.
Held: The assumption of . .
Cited – Pulsford v Devenish ChD 1903
The liquidator in a voluntary liquidation negligently failed to inform the company’s creditors of the liquidation, and distributed the company’s assets to its contributories without regard to the creditors’ claims. The company was later dissolved. . .
Cited – James Smith and Sons (Norwood) Ltd v Goodman CA 1936
Two leases had been granted by the plaintiff to a company. Subsequently the company determined the leases but it had previously assigned the leases to a third party. The company went into liquidation and the liquidator distributed its assets. He . .

Cited by:

Cited – MacDonald and Another v Carnbroe Estates Ltd SC 4-Dec-2019
‘This appeal concerns the Scots law of gratuitous alienations on insolvency. It raises three principal questions. First, there is a question as to the interpretation of the term ‘adequate consideration’ in section 242(4)(b) of the Insolvency Act . .
Lists of cited by and citing cases may be incomplete.

Insolvency, Company

Updated: 09 May 2022; Ref: scu.187469

Chaston v SWP Group plc: CA 2002

The court considered the legislative history of attempts to prevent asset stripping. A liability to pay money was incurred by a company (and payment was in fact made by the company) in order to facilitate the purchase of shares in it.
Held: Financial assistance was given in breach of s 151 when the claimant company committed itself to pay accountants’ fees in respect of their services in reporting on a due diligence exercise, which was carried out for the purpose of furthering another company’s acquisition of shares in the claimant’s parent company.

Judges:

Arden LJ Buxton and Ward LJJ

Citations:

[2002] EWCA Civ 1999

Statutes:

Companies Act 1989 151

Jurisdiction:

England and Wales

Cited by:

Distinguished – MT Realisations Limited (In Liquidation) v Digital Equipment Co Limited CA 10-Apr-2003
The company was insolvent, depending upon loans to it from its parent company. In the liquidation, it was claimed that in a scheme for the acquisition of the shares, the assumption of liability to repay a loan amounted to unlawful financial . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 08 May 2022; Ref: scu.181069

In re Ford, Ex parte the Trustee: 1900

Citations:

[1900] 2 QB 211

Jurisdiction:

England and Wales

Cited by:

Cited – Flightline Ltd v Edwards and Another ChD 2-Aug-2002
Money had been paid into an account in the joint names of the parties’ solicitors in order to purchase the release of the applicants from an asset freezing order. The respondent company was in liquidation. It was argued that the payment of funds . .
Lists of cited by and citing cases may be incomplete.

Insolvency, Company

Updated: 08 May 2022; Ref: scu.182271

Shierson and Another v Tomlinson and Another: CA 26 Mar 2002

A company had entered into a voluntary arrangement with its creditors, but subsequently went into liquidation. There was then a dispute as to the destination of sums held under the arrangement.
Held: Such arrangements created trusts. Whether that trust continued after formal insolvency was a matter of interpretation of the trust deed. Where money was expressly set aside to be paid to the creditors under the arrangement, that trust would normally continue beyond insolvency. If the deed made express provision for events on insolvency, that deed should be followed. The creditors under the voluntary arrangement could still prove in the bankruptcy for any balance of debt due to them after money secured under the deed.

Judges:

Lord Justice Peter Gibson, Lord Justice Ward and Lord Justice Dyson

Citations:

Times 11-Apr-2002, Gazette 10-May-2002

Jurisdiction:

England and Wales

Cited by:

Cited – Olympic Airlines Sa Pension and Life Assurance Scheme, The Trustees of The v Olympic Airlines Sa SC 29-Apr-2015
The airline was incorporated in Greece but with an office in the UK. It became insolvent leaving a deficit in the UK employee pension scheme. The trustees of the fund sought a secondary insolvency within the UK, and now a reference to the European . .
Lists of cited by and citing cases may be incomplete.

Insolvency, Company

Updated: 08 May 2022; Ref: scu.168565

Currencies Direct Ltd v Ellis: QBD 19 Oct 2001

The fact that a loan to a director was unlawful did not prevent a company seeking to recover or enforce the loan. A transaction made in contravention of section 330 was voidable at the instance of the company. The implication of section 341 was that public policy did not prevent a company from recovering a loan to a director.

Judges:

Mr Justice Gage

Citations:

Times 27-Nov-2001

Statutes:

Companies Act 1985 330(2)(a) 340 341 342

Cited by:

Appeal from – Currencies Direct Limited v Ellis CA 31-May-2002
The claimant company appealed against an order declining to order repayment of sums they claimed to be due from the defendant, a former director of the company. They said the payments were repayable loans, and he said that they had been been . .
Cited – Stack v AJAT-Tec Ltd EAT 8-Jul-2011
EAT JURISDICTIONAL POINTS – Worker, employee or neither
Employment Judge wrongly held that claimant could not as a matter of law be party to a contract, either of service or for services, in circumstances . .
See Also – Ellis v Currencies Direct Ltd EAT 12-Nov-2002
EAT Unfair Dismissal – Jurisdiction. . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 08 May 2022; Ref: scu.166879

Scotto v Petch and others, In re Sedgefield Steeplechase Co (1927) Ltd: CA 9 Feb 2001

The defendants were members of a private limited company holding 75 per cent of its share capital. The applicant held 21 per cent. The articles gave her a right of pre-emption should the defendants wish to sell their shares. The articles exempted certain permitted transfers. She claimed that the agreement to sell the shares demonstrate an intention to sell which gave her the exercise her right of pre-emption. Once the sale agreement became unconditional, it vested the equitable interest in the shares in the purchaser. Nevertheless, the documents had carefully avoided a transfer of the legal title, and provided that the shares should not the required to be transferred in contravention of any pre-emption rights. The possibility that the shares might have been required to be transferred to a permitted transferee was enough to preclude the defendant from having the requisite intention. The court emphasised that there was no general principle to be discovered, but that each case was entirely dependent upon the facts and wording of the documents.

Citations:

Times 09-Feb-2001

Jurisdiction:

England and Wales

Citing:

Appeal from – In Re Sedgefield Steeplechase Co (1927) Ltd; Scotto v Petch and Others ChD 10-Feb-2000
Agreements were put in place for the sale of shares, but pre-emption rights would, if triggered have required notices to be serve. Only a contractual provision which created an obligation to transfer shares in breach of the articles would trigger . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 08 May 2022; Ref: scu.89070

In Re Cedarwood Productions Ltd; In Re Inter City Print and Finishing Ltd; Secretary of State for Trade and Industry v Rayna and Another: CA 26 Jun 2001

Company directors had had civil proceedings for disqualification suspended pending the outcome of criminal proceedings arising from the circumstances of the failure of their companies. They had variously suffered penalties including criminal disqualifications in those criminal proceedings, under section 2. They sought to argue that the continuation of the civil proceedings under section 6 would be an abuse of process. They now sought leave to appeal against rejection of their argument that the proceedings amounted to an abuse.
Held: Leave was refused. The court stated that the two regimes had different purposes, one of punishment and the other regulatory. It was impossible to say there was either an abuse of process, or double jeopardy, or double exposure in continuing the civil proceedings. The principles set out by the judge were not contested and that the ground covered in a s6 application went well beyond that considered in relation to s2 by the criminal court

Citations:

Times 12-Jul-2001, Gazette 26-Jul-2001, [2004] BCC 77

Statutes:

Company Directors Disqualification Act 1986 2 6

Jurisdiction:

England and Wales

Citing:

Appeal from – In Re Cedarwood Productions Ltd; In Re Inter City Print and Finishing Ltd; Secretary of State for Trade and Industry v Rayna and Another ChD 3-Apr-2001
S6 of the 1986 Act proceedings had been stayed pending criminal proceedings in which the defendant was eventually convicted of conspiracy to defraud, sentenced to imprisonment and given a two year disqualification order under s2 by the trial judge, . .

Cited by:

Cited – The Secretary of State for Business, Innovation and Skills v Weston and Another ChD 5-Sep-2014
The Secretary of State sought company director disqualification orders against the defendants saying they had been convicted of making false instruments. The Insolvency service had decided against such proceedings, and the Crown Court judge, when . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 08 May 2022; Ref: scu.81806

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 trade or business with the consent of the true owner, other than choses in action, was made available for the satisfaction of his debts.
Held: The Court discussed the history and nature of choses in action.
Cotton and Lindley LJJ held that shares were not choses in action for the purposes of the statute, although they both regarded them as a form of intangible personal property.
Fry LJ (dissenting) held that the share were choses in action, satying that: ‘all personal things are either in possession or in action. The law knows no tertium quid between the two.’

Judges:

Cotton and Lindley L.JJ

Citations:

[1885] 30 ChD 261

Statutes:

Bankruptcy Act 1883 44(iii)

Jurisdiction:

England and Wales

Cited by:

Appeal from – 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 . .
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: 08 May 2022; Ref: scu.559267

Eden v Ridsdale Railway Lamp and Lighting Co Ltd: CA 1889

The company was held to be entitled as against a director to shares which he had secretly received from a person with whom the company was negotiating.

Judges:

Lord Esher MR and Lindley and Lopes LJJ

Citations:

(1889) 23 QBD 368

Jurisdiction:

England and Wales

Cited by:

Cited – FHR European Ventures Llp and Others v Cedar Capital Partners Llc SC 16-Jul-2014
Approprietary remedy against Fraudulent Agent
The Court was asked whether a bribe or secret commission received by an agent is held by the agent on trust for his principal, or whether the principal merely has a claim for equitable compensation in a sum equal to the value of the bribe or . .
Lists of cited by and citing cases may be incomplete.

Company, Agency, Equity

Updated: 08 May 2022; Ref: scu.551505

Lonrho Ltd v Shell Petroleum Co Ltd: HL 1980

In the absence of a presently enforceable right there was nothing in the court rules for discovery to compel a party to take steps that would enable that party to acquire such a right in the future. Documents of a subsidiary were not in the ‘power’ of its parent company for the purposes of disclosure in litigation, simply by virtue of the latter’s ownership and control of the group. Lord Diplock defined the term ‘power’ to mean: ‘a presently enforceable legal right to obtain from whoever actually holds the document inspection of it without the need to obtain the consent of anyone else. Provided that the right is presently enforceable, the fact that for physical reasons it may not be possible for the person entitled to it to obtain immediate inspection would not prevent the document from being within his power; but in the absence of a presently enforceable right there is, in my view, nothing in Order 24 to compel a party to a cause or matter to take steps that will enable him to acquire one in the future.’
It is the duty of each director to form an independent judgment as to whether acceding to a shareholder’s request is in the best interests of the company.

Judges:

Lord Diplock

Citations:

[1980] 1 WLR 627

Jurisdiction:

England and Wales

Cited by:

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.

Company, Litigation Practice

Updated: 08 May 2022; Ref: scu.519363

Parkinson v Euro Finance Group Ltd: 2001

In a dispute between co-owners of company shares, a share was to be valued on the basis of its value ‘ to the co-owner of the Company, and not an open market value’.

Citations:

[2001] 1 BCLC 720

Jurisdiction:

England and Wales

Cited by:

Cited – Crabtree v Ng CA 21-Mar-2012
The parties disputed the valuation of shares they held. . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 08 May 2022; Ref: scu.452300

Victoria Housing Estates Ltd v Ashpurton Estates Ltd: CA 1982

Although the Court has jurisdiction to extend the time for registration of a charge, its settled practice is not to do so when the company that granted the charge has already entered into liquidation. An application to extend the time for registration should be made on realisation that the deadline had been missed, and any delay may be taken to indicate a calculation fatal to the application.
The rationale of the rule was explained: ‘Ever since [the decision of Buckley J in Re Joplin Brewery Co Ltd [1902] 1 Ch 79] it has been the practice to insert in an order extending the time for registration some such words as: ‘but that this order be without prejudice to the rights of parties acquired prior to the time when the debentures shall be actually registered.’ The reason for the proviso is as valid today as it was then. Such an application would be made either ex parte by the chargor company, which had the statutory duty to register, or by the chargee, in which case the company would be joined as the only respondent, if there were any respondent at all. It was not the practice to advertise for creditors and to make one of them a respondent. Consequently, it was necessary to protect persons whose rights would otherwise be overridden in their absence . .
It soon became established that, so long as the company was a going concern at the date of registration, the proviso did not protect, and was not intended to protect, an unsecured creditor who had lent money at a time when the charge should have been but was not registered . . The reason for this was that such unsecured creditor could not have intervened to prevent payment being made to the lender whose charge was not registered (whom we will call ‘the unregistered chargee’). Nor could such unsecured creditor have prevented the creation of a new charge, duly registered, to take the place of the unregistered charge. The proviso was intended to protect only rights acquired against, or affecting, the property comprised in the unregistered charge, in the intervening period between the date of the creation of the unregistered charge and the registration of such charge. Such persons would include a subsequent chargee of the relevant property, a creditor who has levied execution against the relevant property, and an unsecured creditor if, but only if, the company has gone into liquidation before registration is effected. Once the company has gone into liquidation, the existing unsecured creditors are interested in all the assets of the company, since the liquidator is bound by statute to distribute the net proceeds pari passu among the unsecured creditors, subject to preferential debts. The assets of the company are at that stage vested in the company for the benefit of its creditors. The unsecured creditors are in the nature of cestuis que trust with beneficial interests extending to all the company’s property.
It follows from this approach that the court must invariably refuse to extend the time for registration once the company has gone into liquidation. If an order extending time were made and the proviso included, registration would be of no assistance whatever to the unregistered chargee because the unsecured creditors at that stage would be protected by the proviso. Such an order after liquidation would be futile and will be refused . .
The position accordingly became firmly established that the court (i) invariably adds to an order extending time the proviso which we have mentioned and (ii) will not make an order once liquidation has supervened, because the effect of the proviso would be to render the order futile. This is a matter of discretion and not of law. It is possible to imagine a case, for example where fraud is involved, in which the court might extend the time for registration after the commencement of liquidation and omit the proviso which would render the order futile; we do not know of such a case in practice, and certainly the instant case does not fall into the category of fraud.’

Citations:

[1982] 3 All ER 66, [1982] 3 WLR 964

Jurisdiction:

England and Wales

Citing:

Cited – Re Joplin Brewery Co Ltd ChD 1902
The applicants, owners of a solvent family business, sought to register a charge over the company’s assets out of time.
Held: Buckley J saw the application under s 15 of the 1900 Act as a similar application to the application to register out . .
Cited – in Re Resinoid and Mica Products Ltd CA 1967
(From 1967) An order extending time for registration of a charge will not normally be made after a company has gone into liquidation. . .

Cited by:

Cited – Rehman v Chamberlain and Another ChD 6-Sep-2011
The claimant asserted as against the liquidator, a floating and registered charge over the company’s assets. The liquidator said that it had been granted within the twelve months prior to the onset of the insolvency, was caught by section 245(3)(b), . .
Lists of cited by and citing cases may be incomplete.

Company, Insolvency

Updated: 08 May 2022; Ref: scu.444531

N V Slavenburg’s Bank v Intercontinental Natural Resources Ltd: ChD 1980

The Bermudan company defendant had assigned stocks as a security. The security was not registered, and nor did the company have any registration within the UK. It was not the practice of the Registrar of Companies to accept particulars of charges for registration from an overseas company with a place of business in England.
Held: The absence of a file for a company at Companies House, through the failure of the oversea company to register its place of business, did not avoid the need to give particulars of any charge to the Registrar. The Bills of Exchange Acts apply to individuals only and not to corporations at all.

Judges:

Lloyd J

Citations:

[1980] 1 WLR 1076

Statutes:

Bills of Sale Act 1878 6 8

Jurisdiction:

England and Wales

Citing:

Cited – Read v Joannon 1890
The court considered the application of the 1878 Act.
Held: Where there are a series of Acts dealing with a topic and with similar names, the words ‘this Act’ in expressions such as ‘in this Act’ or ‘under this Act’ must be construed to mean . .
Cited – In re Standard Manufacturing Co CA 1891
Company debentures were expressly excepted from the operation of the Bills of Sales Act (1878) Amendment Act 1882 by section 17 of that Act because they were debentures ‘issued by any mortgage, loan, or other incorporated company’. Nor were . .
Cited – Great Northern Railway Co v Cole Co-Operative Society 1896
A business created under the Industrial and Provident Societies Acts is not a company in any standard legal sense. Vaughan Williams J distinguished Standard Manufacturing on the basis that the Court of Appeal was not excluding companies generally . .
Cited – Clark v Balm, Hill and Co 1908
A company registered in Guernsey issued debentures creating floating charges over real and personal property in England. The court was asked whether the debentures ought to be deemed to be within the Bills of Sales Acts and so ought to have been . .

Cited by:

Cited – Online Catering Ltd v Acton and Another CA 10-Feb-2010
The claimant agreed for the defendant to repair its fleet of vehicles. The defendant, having fees outstanding, entered the claimants’ premises and removed vehicles saying falsely that they were to be repaired, and then refused to return them. The . .
Lists of cited by and citing cases may be incomplete.

Contract, Company

Updated: 08 May 2022; Ref: scu.414892

Re McCarthy Surfacing Ltd: ChD 2009

The court found that certain bonus payments, and the non-declaration of dividends, amounted to an unfair prejudice. The bonus payments had deprived shareholders of 81% of net profits estimated at andpound;1.4million. The directors had acted in breach of the duty to act fairly between shareholders, citing the decision of Goulding J in Mutual Life Insurance Co of New York.

Judges:

Michael Furness QC

Citations:

[2009] 1 BCLC 622

Jurisdiction:

England and Wales

Cited by:

Cited – Kohli v Lit and Others ChD 13-Nov-2009
The claimant asserted that the other shareholders had acted in a manner unfairly prejudicial to her within the company.
Held: The claimant was allowed to bring in without prejudice correspondence to contradict evidence by the defendant which . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 07 May 2022; Ref: scu.378392

IIG Capital llc v Van der Merwe: CA 22 May 2008

The directors and holders of the entire share capital of the company appealed against a summary judgement making them personally liable under guarantees given to support a debt factoring arrangement for the company.
Held: The appeal failed. The contract made them liable for the sums certified to be due on demand and as principal obligor. The arrangement was to be construed in the light of the fact that the directors between them held the entire capital.

Judges:

Lord Justice Waller, Lord Justice Lawrence Collins and Lord Justice Rimer

Citations:

Times 25-Jun-2008

Jurisdiction:

England and Wales

Citing:

Appeal from – Van Der Merwe and Another v IIG Capital Llc ChD 13-Nov-2007
The parties had entered into a debt factoring agreement, under which repayment was sought of some $30m, and the claimants were said to have guaranteed the loan by the factor to their company. The court was asked whether the guarantors had the same . .
Lists of cited by and citing cases may be incomplete.

Company, Contract

Updated: 07 May 2022; Ref: scu.278230

Re A company, ex parte Kremer: 1989

Hoffmann J said: ‘Counsel for the petitioner said the petition made allegations of mismanagement and misappropriation of funds by improper payments against the respondent and that, if these were established at the trial, the court might think it right to order the respondent to sell his shares. Taken at their face value, these allegations amount at most to high-handed conduct in certain matters. There is nothing in them which can carry a serious imputation of dishonesty. This is an ordinary case of breakdown in confidence between the parties. In such circumstances, fairness requires that the minority shareholder should not have to maintain his investment in a company managed by the majority with whom he has fallen out. But the unfairness disappears if the minority shareholder is offered a fair price for his shares. In such a case, s 459 was not intended to enable the court to preside over a protracted and expensive contest of virtue between the shareholders and to award the company to the winner.’

Judges:

Hoffmann J

Citations:

[1989] BCLC 365

Statutes:

Companies Act 1985 459

Cited by:

Cited – Bee Tee Alarms, Re ChD 10-Mar-2006
. .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 07 May 2022; Ref: scu.271241

Commercial Banking Co of Sydney Ltd v Mann: PC 1961

The respondent Mann practiced as a solicitor in partnership with Richardson. They kept a ‘trust account’ in the partnership name with the Australian and New Zealand Bank in Sydney (‘ANZ’). Under the partnership agreement, all assets belonged to Mann, but cheques might be drawn on the partnership bank account by either. Mann gave the necessary authority to ANZ. Richardson used that authority to draw cheques, inserting on each after the printed word ‘Pay’, the words ‘Bank cheque favour H. Ward’ or ‘Bank cheque H. Ward;’. He also filed application forms for bank cheques in favour of H. Ward to a like amount, purporting to sign them on behalf of the firm. He took the documents to ANZ, which in each case debited the firm’s account and issued a bank draft of an equal amount in the form ‘Pay H. Ward or bearer.’ He took the cheques to the appellant bank, and cashed them over the counter. The bank paid the cheques. He was fraudulent throughout; Ward was not a client of the partnership, nor had any client authorised the payment to him of any money held in the trust account. Mann sued the appellant bank for conversion of the bank cheques, or alternatively to recover the sums received by it from ANZ bank as money had and received to his use. He succeeded before the trial judge, whose decision was affirmed by the Court of Appeal of New South Wales.
Held: The bank’s appeal succeeded. Mann never obtained any title to the cheques, and he could not obtain title by ratifying the conduct of Richardson in obtaining the cheques from ANZ bank, without at the same time ratifying the dealings in the cheques by Ward and the appellant bank. Mann’s claim for damages for conversion failed, and that his alternative claim for money had and received also failed. Where a partner in a firm wrongfully draws a cheque on the partnership account, the proceeds of the cheque are legally his.
Viscount Simonds said: ‘It is important to distinguish between what was Richardson’s authority in relation on the one hand to the A.N.Z. bank and on the other to Mann. No question arises in these proceedings between Mann and the A.N.Z. bank. It is clear that Mann could not as between himself and the bank question Richardson’s authority to draw cheques on the trust account. The position as between Mann and Richardson was different. Richardson had no authority, express or implied, from Mann either to draw cheques on the trust account or to obtain bank cheques in exchange for them except for the proper purposes of the partnership. If he exceeded those purposes, his act was unauthorised and open to challenge by Mann. It is in these circumstances that the question must be asked whether, as the judge held, the bank cheques were throughout the property of Mann. It is irrelevant to this question what was the relation between Richardson and Ward and whether the latter gave any consideration for the bank cheques that he received and at what stage Mann learned of the fraud that had been practised upon him. The proposition upon which the respondent founds his claim is simple enough: Richardson was his partner and in that capacity was able to draw upon the trust account and so to obtain from the bank its promissory notes: therefore the notes were the property of the partnership and belonged to Mann, and Richardson could not give a better title to a third party than he himself had.’

Judges:

Viscount Simonds, Lord Reid, Lord Radcliffe, Lord Tucker and Lord Morris of Borth-y-Gest

Citations:

[1961] AC 1, [1960] 3 All ER 482

Jurisdiction:

England and Wales

Citing:

Applied – Union Bank of Australia Ltd v McClintock PC 1922
Where a partner obtains money by drawing on a partnership bank account without authority, he alone and not the partnership obtains legal title to the money so obtained. . .

Cited by:

Cited – Lipkin Gorman (a Firm) v Karpnale Ltd HL 6-Jun-1991
The plaintiff firm of solicitors sought to recover money which had been stolen from them by a partner, and then gambled away with the defendant. He had purchased their gaming chips, and the plaintiff argued that these, being gambling debts, were . .
Lists of cited by and citing cases may be incomplete.

Commonwealth, Company, Banking, Torts – Other

Updated: 07 May 2022; Ref: scu.259437

Trimble v Goldberg: PC 1906

The parties entered into a partnership to acquire ‘stands of land’ for conversion into a township and subsequent re-sale. The land was acquired, along with shares in a company owning other stands in the same locality. One of the partners then bought that company’s other stands himself, having been shown them while in Johannesburg for the purpose of finalising the terms of the partnership’s acquisition.
Held: The partner was not liable to account because ‘the purchase was not within the scope of the partnership’, even though he found out about the land while on partnership business and his personal purchase was an identical type of investment to that of the partnership. A breach of contract arising as a result of breach of a term of good faith not to purchase property for a partner’s own purposes sounds in damages.
The parties entered into partnership to acquire ‘stands of land’ for conversion into a township and subsequent re-sale. The land was acquired, along with shares in a company owning other stands in the same locality. One of the partners then bought that company’s other stands himself, having been shown them while in Johannesburg for the purpose of finalising the terms of the partnership’s acquisition.
Held: The partner was not liable to account because ‘the purchase was not within the scope of the partnership’, even though he found out about the land while on partnership business and his personal purchase was an identical type of investment to that of the partnership.

Judges:

Lord Macnaghten

Citations:

[1906] AC 494

Jurisdiction:

England and Wales

Cited by:

Cited – Simms v Conlon and Another CA 20-Dec-2006
Solicitors within a practice sued each other, and one wished to plead the fact of a finding of professional misconduct.
Held: The defendant’s appeal succeeded. It was not an abuse for the appellant to continue to assert his innocence, and the . .
Cited – O’Donnell v Shanahan and Another CA 22-Jul-2009
The claimant appealed against dismissal of her petition for an order for the defendants to purchase her shares at a fair value, saying that they had acted unfairly toward her. Her co-directors had acquired, for another company of which they were . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 07 May 2022; Ref: scu.248044

Fawcett v Whitehouse: 21 Dec 1829

The defendant, intending to enter into a partnership with the plaintiffs, negotiated for the grant by a landlord of a lease to the partnership. The landlord paid the defendant andpound;12,000 for persuading the partnership to accept the lease.
Held: The defendant was accountable to the new partnership for the money. It would otherwise have been a fraud on his partners. An agent, who was negotiating on behalf of a prospective lessee and who accepted a ‘loan’ from the lessor, held the loan on trust for his principal, the lessee.

Citations:

(1829) 1 Russ and M 132, [1829] EngR 859, (1829) 1 Russ and My 132, (1829) 39 ER 51

Links:

Commonlii

Cited by:

Cited – Simms v Conlon and Another CA 20-Dec-2006
Solicitors within a practice sued each other, and one wished to plead the fact of a finding of professional misconduct.
Held: The defendant’s appeal succeeded. It was not an abuse for the appellant to continue to assert his innocence, and the . .
Cited – FHR European Ventures Llp and Others v Cedar Capital Partners Llc SC 16-Jul-2014
Approprietary remedy against Fraudulent Agent
The Court was asked whether a bribe or secret commission received by an agent is held by the agent on trust for his principal, or whether the principal merely has a claim for equitable compensation in a sum equal to the value of the bribe or . .
Lists of cited by and citing cases may be incomplete.

Company, Agency

Updated: 07 May 2022; Ref: scu.248008

Re GKN Bolts and Nuts Ltd etc Works Sports and Social Club: ChD 1982

There was a sports and social club associated with GKN, whose members were all employees of GKN. The main issue in the case was whether the club had ceased to exist. But one subsidiary issue was whether a meeting had been validly convened. The club rules required 14 days’ notice to be given, but in fact only three days’ notice were given. Notice of the meeting was posted in the company’s canteen, to which all the members had access. However, the requirement of 14 days’ notice had hardly ever been followed. Seven or three days’ notice were not unusual and there was no evidence that anyone had ever objected to short notice. The subject matter of the meeting was to discuss the sale of the club’s sports ground The court also considered the status of associate members of a club, who obtained that status merely by signing a vistors book.
Held: The rules did not make such associate members members properly. Despite the short notice, the resolution to sell the sports ground was validly passed: ‘with the prospect that a sale would bring some money to each member of the club, it seems obvious that news of the meeting would speedily reach all, if not quite all, of the members of the club.’
However, the same meeting (convened by the same notice) also passed resolutions altering the way in which the proceeds of sale of the sports ground would be distributed among the members, and Megarry V-C held that insufficient notice of that business had been given, with the consequence that those resolutions were invalid.
Megarry V-C said: ‘As is common in club cases, there are many obscurities and uncertainties, and some difficulty in the law. In such cases, the court usually has to take a broad sword to the problems, and eschew an unduly meticulous examination of the rules and resolutions. I am not, of course, saying that these should be ignored; but usually there is a considerable degree of informality in the conduct of the affairs of such clubs, and I think that the courts have to be ready to allow general concepts of reasonableness, fairness and common sense to be given more than their usual weight when confronted by claims to the contrary which appear to be based on any strict interpretation and rigid application of the letter of the rules. In other words, allowance must be made for some play in the joints.’

Judges:

Megarry J VC

Citations:

[1982] 1 WLR 774

Jurisdiction:

England and Wales

Cited by:

Cited – Hunt and Another v McLaren and others ChD 4-Oct-2006
Land had been given to a football club under a trust for its exclusive use as such. That land was sold and a new ground acquired and a stadium built, but the land was subject to restrictive covenenats limiting its use to sports, which considerably . .
Cited – Speechley and Others v Allott and Others CA 10-Mar-2014
The parties disputed the management of a social club. The club owned a bowling green, and bowling members sought to restrain its closure. The appellants now said that the court should not have found at first instance that a meeting had validly . .
Lists of cited by and citing cases may be incomplete.

Trusts, Company

Updated: 07 May 2022; Ref: scu.245262

Caledonian Railway Company v North British Railway Company: HL 1881

The House considered the principle of the literal construction of a statute: ‘The more literal construction ought not to prevail, if . . it is opposed to the intentions of the Legislature, as apparent by the statute; and if the words are sufficiently flexible to admit of some other construction by which that intention will be better effectuated.’

Judges:

Lord Selborne

Citations:

(1881) 6 AC 114

Jurisdiction:

England and Wales

Cited by:

Cited – National Grid Gas Plc, Regina (on the Application of) v The Environment Agency Admn 17-May-2006
The claimant sought a judicial review of the decision to hold them responsible for necessary works of remediation. They were statutory successors to British Gas Corporation.
Held: The legislation clearly attempted to hold the contaminator . .
Lists of cited by and citing cases may be incomplete.

Company, Constitutional

Updated: 07 May 2022; Ref: scu.242434

Wilson v Dunbar Bank plc: OHCS 1988

An agreement to the insertion of book values in a balance sheet prepared during the continuance of the partnership did not bind the deceased partner if that balance sheet fell to be used for the purpose of the ascertainment his share in the partnership at his death.

Judges:

Lord Mayfield

Citations:

1988 SLT 93

Jurisdiction:

Scotland

Cited by:

Unpersuasive – 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: 07 May 2022; Ref: scu.238868

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 in the books of the earlier partnership. The articles required a full and general account of the property, credits and liabilities of the partnership as at 30 April in each year. The accounts for 1915 and 1916 showed assets at book values. Mr Cruikshank died on 27 October 1916. Article 16 said that his estate was to be paid his share in the partnership ascertained by reference to the accounts prepared under article 13 for 30 April next after the death. The question was whether those accounts should be prepared on the basis of book values, or on some other basis.
Held: Lord Wrenbury construed the partnership articles: ‘It is not, I think, disputed – and if it were, I should be of opinion that it could not successfully be disputed – that a full and general account of the partnership property will be an account at which the property will be brought in at its fair value. The articles are wholly silent as to the principle to be adopted in preparing this full and general account of the property – it remains simply that it must be a proper account of the property, whatever that is. What are the values to be attributed to the several assets falls to be determined by the partners by agreement, and – in case of dispute – is a matter for arbitration under clause 21 of the deed. . . . What the value is does not concern us. That is for an arbitrator, if there be a dispute. Your Lordships are concerned only to say what is the principle on which an arbitrator ought to act.’

Judges:

Lord Wrenbury

Citations:

(1923) 92 LJ(Ch) 136

Jurisdiction:

Scotland

Citing:

Cited – 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 . .

Cited by:

Cited – 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 – 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 – 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 . .
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 . .
Cited – White v Minnis and Another ChD 18-Jan-1999
On the dissolution of a partnership, the valuation of assets was to be in accordance with the partnership deed but in the absence of explicit guidance property was to be valued at the date of dissolution and not at an historic value used in . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 07 May 2022; Ref: scu.238859

Lee v Showmens Guild of Great Britain: CA 1952

Decisions of inferior tribunals, including arbitrators, were reviewable on the basis of general error of law on record for which certiorari might issue. A decision may be reviewable where there was no evidence supporting particular conclusions.
Denning LJ said: ‘The jurisdiction of a domestic tribunal, such as the committee of the Showmen’s Guild, must be founded on a contract, express or implied. Outside the regular courts of this country, no set of men can sit in judgment on their fellows except so far as Parliament authorises it or the parties agree to it.’ and
‘I see no reason why the powers of the court to intervene should be any less in the case of domestic tribunals. In each case it is a question of interpretation. In one of a statute, in the other of the rules, to see whether the Tribunal has observed the law. In the case of statutory tribunals, the injured party has a remedy by certiorari, and also a remedy by declaration and injunction. The remedy by certiorari does not lie to a domestic tribunal but the remedy by declaration and injunction does lie; and it can be as effective as, if not more effective than certiorari. It is, indeed, more effective, because it is not subject to the limitation that the error must appear on the face of the record.’ and
‘The committee cannot extend their jurisdiction by giving a wrong construction to the contract . . no matter how honest they may be. They have only such jurisdiction as the contract on its true interpretation confers on them, not what they think it confers. The scope of their jurisdiction is a matter of the courts.’ and
People have a right, unless expressly or impliedly debarred, to insist for free access to the courts of general jurisdiction of the state: ‘If parties should seek, by agreement, to take the law out of the hands of the courts and put it into the hands of a private tribunal, without any recourse at all to the courts in case of error of law, then the agreement is to that extent contrary to public policy and void.’
Romer LJ said: ‘The proper tribunals for the determination of legal disputes in this country are the courts, and they are the only tribunals which, by training and experience, and assisted by properly qualified advocates, are fitted for the task’

Judges:

Denning LJ, Somervell LJ, Romer LJ

Citations:

[1952] 2 QB 329, [1952] 1 All ER 1175

Jurisdiction:

England and Wales

Cited by:

Approved – Faramus v Film Artistes’ Association HL 1964
Parties to a contract may be bound to act in it according to the rules of natural justice. . .
Cited – Koeller and Another v Coleg Elidyr (Camphill Communities Wales) Ltd CA 12-Jul-2005
The applicants occupied a house as licensees. An order for possession was made against them. The company was a charitable company set up to provide accomodation in communities for handicapped adults. The workers in the communities were not formally . .
Cited – Regina v The Imam of Bury Park Mosque, Luton and others ex parte Sualiman Ali CA 12-May-1993
The court had been asked to intervene in an internal dispute as to the role of an Imam in a mosque community.
Held: The request was denied. The case was not one of public law: ‘ the particular function which the Imam was performing affected . .
Cited – Foster v McNicol and Another QBD 28-Jul-2016
Incumbent Labour leader did not need nominations
The claimant challenged a decision of the National Executive Committee of the Labour Party to allow its present Leader to stand in the leadership election challenging his position without the need for him to submit first the otherwise standard . .
Cited – Charles Stanley and Co Ltd v Adams QBD 19-Jul-2013
The claimant stock broking firm sought to recover its uninsured losses after having paid out for what was said to have been negligent advice by the respondent, a self-employed broker working for them.
Held: The power to recover such losses . .
Lists of cited by and citing cases may be incomplete.

Natural Justice, Company, Contract

Updated: 07 May 2022; Ref: scu.228474

Regina v Andrews-Weatherfoil Ltd: CACD 1972

For so long as it is possible for persons concerned in a single offence to be tried separately, it is inevitable that the verdicts returned by the two juries will on occasion appear to be inconsistent with one another. Eveleigh J: ‘It is necessary to establish whether the natural person or persons in question have the status and authority which in law makes their acts in the matter under consideration the acts of the company so that the natural person is to be treated as the company itself.’

Judges:

Eveleigh J

Citations:

[1972] 1 WLR 118, [1972] 1 ALL ER 65

Jurisdiction:

England and Wales

Cited by:

Cited – Director of Public Prosecutions v Humphrys HL 1977
Humphrys was charged with driving while disqualified. The issue was the correctness of the identification by a police constable. In evidence, Humphrys denied that he was the driver, or indeed that he had driven any car during the year in question. . .
Cited – Petch and Coleman v Regina CACD 13-Jul-2005
The defendants appealed their convictions for murder, saying that a co-defendant, have been captured after fleeing the country had later been treated more leniently, a plea of manslaughter having been accepted.
Held: In order to substitute . .
Cited – Hui Chi-ming v The Queen PC 5-Aug-1991
(Hong Kong) The defendant was charged with aiding and abetting a murder. A, carrying a length of water pipe and accompanied by the defendant and four other youths, seized a man and A hit him with the pipe, causing injuries from which he died. No . .
Cited – El Ajou v Dollar Land Holdings Ltd CA 2-Dec-1993
The court was asked whether, for the purposes of establishing a company’s liability under the knowing receipt head of constructive trust, the knowledge of one of its directors can be treated as having been the knowledge of the company.
Held: . .
Lists of cited by and citing cases may be incomplete.

Criminal Practice, Company

Updated: 07 May 2022; Ref: scu.228496

Kak Loui Chan v Zacharia: 1984

(High Court of Australia) The fundamental rule that obliged fiduciaries to account for personal benefit or gain had two separate themes: ‘The variations between more precise formulations of the principle governing the liability to account are largely the result of the fact that what is conveniently regarded as the one ‘fundamental rule’ embodies two themes. The first is that which appropriates for the benefit of the person to whom the fiduciary duty is owed any benefit or gain obtained or received by the fiduciary in circumstances where there existed a conflict of personal interest and fiduciary duty or a significant possibility of such conflict: the objective is to preclude the fiduciary from being swayed by considerations of personal interest. The second is that which requires the fiduciary to account for any benefit or gain obtained or received by reason of or by use of his fiduciary position or of opportunity or knowledge resulting from it: the objective is to preclude the fiduciary from actually misusing his position for his personal advantage.’ and ‘it is immaterial that there was no absence of good faith or damage to the person to whom the fiduciary obligation was owed.’

Judges:

Gibbs C.J.(1), Murphy(2), Brennan(3), Deane(4) and Dawson(5) JJ

Citations:

(1984) 154 CLR 178, [1984] HCA 36

Links:

Austlii

Cited by:

Cited – Newgate Stud Company, Newgate Stud Farm Llc v Penfold, Penfold Bloodstock Limited ChD 21-Dec-2004
The claimants sought damages from the defendant. He had been employed to manage their horse-racing activities, and it was alleged that he had made secret profits. The defendant denied any dishonesty, saying all matters were known to the deceased . .
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 . .
Cited – O’Donnell v Shanahan and Another CA 22-Jul-2009
The claimant appealed against dismissal of her petition for an order for the defendants to purchase her shares at a fair value, saying that they had acted unfairly toward her. Her co-directors had acquired, for another company of which they were . .
Cited – FHR European Ventures Llp and Others v Cedar Capital Partners Llc SC 16-Jul-2014
Approprietary remedy against Fraudulent Agent
The Court was asked whether a bribe or secret commission received by an agent is held by the agent on trust for his principal, or whether the principal merely has a claim for equitable compensation in a sum equal to the value of the bribe or . .
Lists of cited by and citing cases may be incomplete.

Commonwealth, Company

Updated: 06 May 2022; Ref: scu.220732

Transvaal Lands Co v New Belgium (Transvaal) Land and Development Co: 1914

A director has a duty to account for any secret profit if he has an undisclosed and unapproved conflict of interest. The rule against self dealing applies to cases where the fiduciary has conflicting duties to each of the contracting parties.

Citations:

[1914] 2 Ch 488

Jurisdiction:

England and Wales

Cited by:

Cited – Newgate Stud Company, Newgate Stud Farm Llc v Penfold, Penfold Bloodstock Limited ChD 21-Dec-2004
The claimants sought damages from the defendant. He had been employed to manage their horse-racing activities, and it was alleged that he had made secret profits. The defendant denied any dishonesty, saying all matters were known to the deceased . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 06 May 2022; Ref: scu.220728

Knightsbridge Estates Trust Ltd v Byrne: HL 1940

A mortgage of freehold land contained a covenant to repay the secured loan by half-yearly instalments over a period of 40 years. The mortgagors sought early redemption arguing that the contractual postponement of repayment over a 40 year period was void in equity. The respondents relied upon the mortgage constituting a debenture as defined by s.380 of the Companies Act 1929 so that s.74 applied to prevent the condition for postponement becoming invalid in equity on grounds of the length of the period.
Held: It was a debenture.
Viscount Maugham said: ‘If we begin by asking what the word ‘debenture’ means, apart from any definition, the reply must be that it has no precise meaning. Chitty J. observed in the case of Levy v. Abercorris Slate and Slab Co., that the word ‘means a document which either creates a debt or acknowledges it, and any document which fulfills either of these conditions is a debenture.’ An interesting extract from Skeat’s Etymological Dictionary (1882) will be found in a footnote to the case (p. 264). Sir Nathaniel Lindley had previously stated simply, ‘What the correct meaning of ‘debenture’ is I do not know’: British India Steam Navigation Co. v. Inland Revenue Commissioners. In Lemon v. Austin Friars Investment Trust, Ld., the same ignorance was professed in the Court of Appeal. Warrington L.J. in particular, after observing that it had been said ‘by a wiser man than himself’ that it was impossible to give an exhaustive definition of the word ‘debenture,’ went on to remark that he did not propose to incur the reproach of venturing where wise men fear to tread. The text books are agreed at least in this that no accurate definition of the word can be found. I think it sufficient to cite Buckley on the point (11th ed., p. 174). It is clear, therefore, that it was desirable to insert in any consolidation of the Companies Acts a definition of the word.
I do not think there is any strong argument for suggesting that s. 74 of the Act of 1929, or any of its predecessors, ought by reason of its nature to be confined to what may be called ordinary debentures. As we have seen, some definition was certainly desirable, and the very wide terms used by the Legislature in the Act of 1928 and reproduced in the consolidating Act of the following year seem to me to show that it was intended to give freedom of contract as regards the particular matter involved in s. 74 in relation to any securities granted on loan by a company registered under the Companies Acts. It is contended that the context otherwise requires. I am unable to find any such context.’

Judges:

Viscount Maugham

Citations:

[1940] AC 613, [1940] 2 All ER 401

Statutes:

Companies Act 1929 380

Jurisdiction:

England and Wales

Cited by:

Appealed to – Knightsbridge Estates Trust Ltd v Byrne CA 1939
The company mortgaged properties in London to secure an advance from a Friendly Society. A clause of the mortgage provided for repayment by eighty half-yearly instalments. The mortgage further provided that if the mortgagor paid the instalments on . .
Lists of cited by and citing cases may be incomplete.

Land, Company

Updated: 06 May 2022; Ref: scu.219913

Moriarty v Regent’s Garage and Engineering Co Ltd: CA 2 Jan 1921

Whilst the point was obiter in this case: ‘ . . it seems to me that there is no decision binding on the Court of Appeal as to whether directors’ fees are salary within the Apportionment Act in the case where the agreement . . is simply for payment of so much per year. I do not express any opinion one way or another. It seems to me a very arguable point, and there does not seem to me at present anything to prevent that question being considered in the Court of Appeal when it arises.’

Judges:

Scrutton LJ

Citations:

[1921] 2 KB 766

Statutes:

Apportionment Act 1870

Jurisdiction:

England and Wales

Citing:

Appeal from – Moriarty v Regent’s Garage and Engineering Co Ltd KBD 1921
A company director sought payment of his directors fees of andpound;150 per annum where during the course of the year he had ceased to be a director. There was no allegation of impropriety on his part. The company’s articles provided that the . .

Cited by:

Appealed to – Moriarty v Regent’s Garage and Engineering Co Ltd KBD 1921
A company director sought payment of his directors fees of andpound;150 per annum where during the course of the year he had ceased to be a director. There was no allegation of impropriety on his part. The company’s articles provided that the . .
Cited – Fassihim, Liddiardrams, International Ltd, Isograph Ltd v Item Software (UK) Ltd CA 30-Sep-2004
The first defendant (F) had been employed by a company involved in a distribution agreement. He had sought to set up a competing arrangement whilst a director of the claimant, and diverted a contract to his new company.
Held: A company . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 06 May 2022; Ref: scu.215872

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

Two men were charged with theft from a company which they wholly owned and controlled. The court considered the actions of company directors in dishonestly appropriating the property of the company, and whether since the title to the goods was transferred, the goods had remained the property of the company.
Held: The actions of the directors were ultra vires. The principle that the dishonesty of the directors was not to be imputed to the company applied also in criminal law. The issue of dishonesty was for the jury. Where as here there was an effective identity between the dirtector appropriating the property and the company, whether the acts were ultra vires in the context of the company’s articles of association was not conclusive. The acts of the defendants could amount to stealing.
The decision in Belmont Finance ‘directly contradicts the basis of the defendants’ argument in the present case. There can be no reason, in our view, why the position in the criminal law should be any different’.

Judges:

Kerr LJ

Citations:

[1984] QB 624, [1984] 2 WLR 447, [1984] 2 All ER 216, (1983) 78 Cr App R 131, [1984] Crim LR 241, [1984] BCLC 60

Statutes:

Theft Act 1968 2(1)(a) 2(1)(b)

Jurisdiction:

England and Wales

Citing:

Cited – Tesco Supermarkets Ltd v Nattrass HL 31-Mar-1971
Identification of Company’s Directing Mind
In a prosecution under the 1968 Act, the court discussed how to identify the directing mind and will of a company, and whether employees remained liable when proper instructions had been given to those in charge of a local store.
Held: ‘In the . .
Applied – Belmont Finance Corporation Ltd v Williams Furniture Ltd CA 1979
The company directors operated an elaborate scheme to extract value from Belmont by causing it to buy the shares of a company called Maximum at a considerable overvalue. This was a breach of the fiduciary duties of the directors. They sought to . .

Cited by:

Approved – Director of Public Prosecutions v Gomez HL 3-Dec-1992
The defendant worked as a shop assistant. He had persuaded the manager to accept in payment for goods, two cheques which he knew to be stolen. The CA had decided that since the ownership of the goods was transferred on the sale, no appropriation of . .
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 . .
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.

Crime, Company

Updated: 06 May 2022; Ref: scu.214197

Attorney-General’s Reference (No 1 of 1988): CACD 19 Oct 1988

The defendant received price-sensitive information. The Attorney-General appealed his acquittal, the judge having directed the jury that in order to have ‘obtained’ information within the subsection, he must have carried out some act, that he had expended some effort or acquired the information on purpose.
Held: The meaning was wider than as stated by the judge, and included any individual who had obtained information from another. No more was required than to receive the information.

Citations:

Times 19-Oct-1988

Statutes:

Company Securities (Insider Dealing) Act 1985 1(3)

Jurisdiction:

England and Wales

Citing:

Appealed to – Attorney-General’s Reference (No 1 of 1988) HL 1989
The defendant received price-sensitive information. He was acquitted of ‘obtaining’ the information, the judge finding that he had done nothing positive to acquire it. On appeal the court held that no such act was required,
Held: Nothing . .

Cited by:

Appeal from – Attorney-General’s Reference (No 1 of 1988) HL 1989
The defendant received price-sensitive information. He was acquitted of ‘obtaining’ the information, the judge finding that he had done nothing positive to acquire it. On appeal the court held that no such act was required,
Held: Nothing . .
Lists of cited by and citing cases may be incomplete.

Crime, Company

Updated: 06 May 2022; Ref: scu.198911

Stubbs v Slater: 1910

A deposit by guarantors who had agreed ‘to assign to [the Bank] their certificates of shares in [PPL] by way of deposit’, together with endorsed transfers in blank, would create an equitable mortgage with an implied power of sale. Neville J discussed whether an agreement was collateral: ‘The concealed remuneration obtained by the agents in the present case is in the precise matter in which they were instructed to act as agents for their principal. Consequently it cannot be said, as in Hippisley v. Knee Brothers , that what they did was something which was collateral to, and not directly within, their duty as agents. That determines this matter so far as the question of commission is concerned.’

Judges:

Neville J

Citations:

[1910] 1 Ch 632

Jurisdiction:

England and Wales

Citing:

Cited – Hippisley v Knee Bros CA 1903
The defendant auctioneers were employed by the plaintiff to sell some goods. The payment was to be percentage commission with a minimum of andpound;20, certain fixed amounts and ‘all out of pocket’ expenses, particularly advertising. The sale . .

Cited by:

Cited – Archer and Watkins v Registrar General and Another PC 24-Jun-2004
(The Bahamas) The claimants challenged the way the respondent had allowed a company to alter its register of shareholders to their detriment.
Held: The responsibility for maintaining the share register rested on the company and its officers, . .
Cited – Imageview Management Ltd v Jack CA 13-Feb-2009
The appellant company acted for the respondent footballer in placing him with a football club. The respondent said that he had also taken a payment from the club, nominally for arranging a work permit. The respondent said this was improper. The . .
Lists of cited by and citing cases may be incomplete.

Company, Equity

Updated: 06 May 2022; Ref: scu.198486

Manchester Corporation v Furness: 1895

The court placed emphasis on the desirability of upholding bona fide commercial transactions, and the corresponding undesirability of allowing notions of constructive notice to intrude into commercial transactions.

Judges:

Lindley LJ

Citations:

[1895] 2 QB 539

Jurisdiction:

England and Wales

Cited by:

Cited – Bank of Credit and Commerce International (Overseas) Ltd and Another v Akindele CA 22-Jun-2000
The test of whether a person who received funds held them on constructive trust, was not whether he himself was dishonest, but rather whether he had knowledge of circumstances which made it unconscionable to hold on to the money received. In respect . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 06 May 2022; Ref: scu.196959

Russell v Wakefield Waterworks Co: 1875

Jessel MR said: ‘In this court the money of the company is a trust fund, because it is applicable only to the special purposes of the company in the hands of the agents of the company, and it is in that sense a trust fund applicable by them to those special purposes; and a person taking it from them with notice that it is being applied to other purposes cannot in this court say that he is not a constructive trustee.’

Judges:

Jessel MR

Citations:

(1875) LR 20 Eq 474

Jurisdiction:

England and Wales

Cited by:

Cited – Belmont Finance Corporation Ltd v Williams Furniture Ltd (No 2) 1980
It had been alleged that there had been a conspiracy involving the company giving unlawful financial assistance for the purchase of its own shares.
Held: Dishonesty is not a necessary ingredient of liability in an allegation of a ‘knowing . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 06 May 2022; Ref: scu.196957

Xyllyx PLC (No1): ChD 1992

Two of the company’s contributories asked be added to the list for the purpose of obtaining a 7 day adjournment of the hearing of the petition so as to give them time to consider whether they wished to ask for substitution.
Held: An ordinary individual or company cannot be substituted as petitioner on a Secretary of State’s petition under the section.

Judges:

Harman J

Citations:

[1992] BCLC 376

Statutes:

Insolvency Act 1986 124A

Jurisdiction:

England and Wales

Cited by:

Cited – Rodencroft Limited, W. G. Birch Developments Limited, H-M Birch Limited; Simon Allso v The Secretary for State for Trade and Industry ChD 23-Apr-2004
The Secretary of state sought the winding up of the companies saying it was expedient in the public interest to do so. A shareholder opposed this saying that the companies were solvent.
Held: The shareholder had, in the absence of any position . .
Lists of cited by and citing cases may be incomplete.

Company, Insolvency

Updated: 06 May 2022; Ref: scu.197021

Bank of Credit and Commerce International (Overseas) Ltd and Another v Akindele: ChD 1999

Chief Akindele agreed in 1985 with ICIC Overseas to invest US$10m in the purchase of 250,000 shares of BCCI Holdings, and to hold the shares for two years. If he wanted to sell the shares after the expiry of two years and up to five years from the date of the agreement, ICIC Overseas undertook to sell the shares at a price which would give him a return of 15% per annum on his investment, compounded annually. In 1988 Chief Akindele decided to terminate the agreement and did so by an agreement (the divestiture agreement) under which he was paid a total of US$ 16.679m. The fraud underlying the 1985 agreement was a fraud being carried on by BCCI, namely the purchase of its own shares through nominees, including ICIC Overseas, financed by ‘dummy’ loans made to the nominees by companies within the BCCI group. In order to disguise from its auditors and regulators that the dummy loans were in fact non-performing, real money had to be raised and raised in such a way as not to create balance sheet liabilities. Offering Chief Akindele the opportunity of investing on the terms of the 1985 agreement achieved that aim. BCCI claimed that Chief Akindele was liable as a constructive trustee both on the grounds of ‘knowing assistance’ and, in relation to the 1988 divestiture payment, on grounds of ‘knowing receipt’.
Held: the Court applied to both questions the test of whether the defendant had been dishonest by the objective standard.

Judges:

Carnwath J

Citations:

[1999] BCC 669

Jurisdiction:

England and Wales

Citing:

Applied – Royal Brunei Airlines SDN BHD v Tan PC 24-May-1995
(Brunei) The defendants were a one-man company, BLT, and the one man, Mr Tan. A dishonest third party to a breach of trust was liable to make good a resulting loss even though he had received no trust property. The test of knowledge was an objective . .

Cited by:

Appeal from – Bank of Credit and Commerce International (Overseas) Ltd and Another v Akindele CA 22-Jun-2000
The test of whether a person who received funds held them on constructive trust, was not whether he himself was dishonest, but rather whether he had knowledge of circumstances which made it unconscionable to hold on to the money received. In respect . .
Cited – Criterion Properties Plc v Stratford UK Properties Llc and others ChD 27-Mar-2002
Criterion sought to set aside a shareholders agreement. Their partner had said they were concerned that another party was taking Criterion over and that this would put at risk their working relationships. The agreement sought to add a poison pill to . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 06 May 2022; Ref: scu.196958

Mills v Mills: 1938

(High Court of Australia) Where the main purpose of the directors’ resolution (in this case to increase the share base) is to benefit the company it matters not that it incidentally also benefits a director.
Dixon J pointed out the difficulties associated with too rigorous an application of the public law test to the decisions of directors: ‘it may be thought that a question arises whether there must be an entire exclusion of all reasons, motives or aims on the part of the directors, and all of them, which are not relevant to the purpose of a particular power. When the law makes the object, view or purpose of a man, or of a body of men, the test of the validity of their acts, it necessarily opens up the possibility of an almost infinite analysis of the fears and desires, proximate and remote, which, in truth, form the compound motives usually animating human conduct. But logically possible as such an analysis may seem, it would be impracticable to adopt it as a means of determining the validity of the resolutions arrived at by a body of directors, resolutions which otherwise are ostensibly within their powers. The application of the general equitable principle to the acts of directors managing the affairs of a company cannot be as nice as it is in the case of a trustee exercising a special power of appointment. It must, as it seems to me, take the substantial object the accomplishment of which formed the real ground of the board’s action. If this is within the scope of the power, then the power has been validly exercised.’

Judges:

Dixon J, Latham CJ

Citations:

(1938) 60 CLR 150, [1938] HCA 4

Links:

Austlii

Jurisdiction:

Australia

Citing:

Cited – Hindle v John Cotton Ltd HL 3-Jul-1919
Viscount Finlay said: ‘Where the question is one of abuse of powers, the state of mind of those who acted, and the motive on which they acted, are all important, and you may go into the question of what their intention was, collecting from the . .

Cited by:

Cited – Cayne and Another v Global Natural Resources Plc ChD 12-Aug-1982
The court gave this example of the legitimate use of the directors’ powers to defeat a take-over: ‘If Company A and Company B are in business competition, and Company A acquires a large holding of shares in Company B with the object of running . .
Cited – Criterion Properties Plc v Stratford UK Properties Llc and others ChD 27-Mar-2002
Criterion sought to set aside a shareholders agreement. Their partner had said they were concerned that another party was taking Criterion over and that this would put at risk their working relationships. The agreement sought to add a poison pill to . .
Cited – Eclairs Group Ltd and Glengary Overseas Ltd v JKX Oil and Gas Plc SC 2-Dec-2015
Company Director not Trustee but is Fiduciary
The Court was asked about an alleged ‘corporate raid’, an attempt to exploit a minority shareholding in a company to obtain effective management or voting control without paying what other shareholders would regard as a proper price.
Held: The . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 06 May 2022; Ref: scu.196955

Savoy Corp Ltd v Development Underwriting Ltd: 1963

(Australia) The court discussed the extent of the director’s powers to arrange the company to prevent a take over: ‘It would seem to me to be unreal in the light of the structure of modern companies and of modern business life to take the view that directors should in no way concern themselves with the infiltration of the company by persons or groups which they bona fide consider not to be seeking the best interests of the company. My own view is that the directors ought to be allowed to consider who is seeking control and why. If they believe that there will be substantial damage their powers to defeat those seeking a majority will not necessarily be categorised as improper.’

Judges:

Jacob L

Citations:

(1963) NSWR 138

Jurisdiction:

England and Wales

Cited by:

Applied – Teck Corporation Ltd v Millar 1972
The court discussed the validity of steps which might be taken by a company director to resist a take-over. Berger J said: ‘So how wide a latitude ought the directors to have? If a group is seeking to obtain control, must the directors ignore them? . .
Cited – Criterion Properties Plc v Stratford UK Properties Llc and others ChD 27-Mar-2002
Criterion sought to set aside a shareholders agreement. Their partner had said they were concerned that another party was taking Criterion over and that this would put at risk their working relationships. The agreement sought to add a poison pill to . .
Lists of cited by and citing cases may be incomplete.

Company, Commonwealth

Updated: 06 May 2022; Ref: scu.196956

Hogg v Cramphorn Limited: ChD 1966

An honest belief that directors should seek to maintain their office for the good of the company did not prevent the motive for issuing additional shares to prevent a take-over from being an improper motive. The directors’ powers to issue shares could not properly be exercised for the purpose of defeating an unwelcome takeover bid, even if the board was genuinely convinced, as the current management of a company commonly is, that the continuance of its own stewardship was in the company’s interest. The company’s interest was an additional and not an alternative test for the propriety of a board resolution.
Buckley J quoted Piercy and said: ‘With those observations I respectfully agree. Unless a majority in a company is acting oppressively towards the minority, this court should not and will not itself interfere with the exercise by the majority of its constitutional rights or embark upon an inquiry into the respective merits of the views held or policies favoured by the majority and the minority. Nor will this court permit directors to exercise powers, which have been delegated to them by the company in circumstances which put the directors in a fiduciary position when exercising those powers, in such a way as to interfere with the exercise by the majority of its constitutional rights; and in a case of this kind also, in my judgment, the court should not investigate the rival merits of the views or policies of the parties . . It is not, in my judgment, open to the directors in such a case to say, ‘We genuinely believe that what we seek to prevent the majority from doing will harm the company and therefore our act in arming ourselves or our party with sufficient shares to outvote the majority is a conscientious exercise of our powers under the articles, which should not be interfered with.’

Judges:

Buckley J

Citations:

[1966] 3 All ER 420, [1967] Ch 254

Jurisdiction:

England and Wales

Citing:

Cited – Piercy v Mills ChD 1920
Peterson J said: ‘[D]irectors are not entitled to use their powers of issuing shares merely for the purpose of maintaining their control or the control of themselves and their friends over the affairs of the company, or merely for the purpose of . .

Cited by:

Cited – Cayne and Another v Global Natural Resources Plc ChD 12-Aug-1982
The court gave this example of the legitimate use of the directors’ powers to defeat a take-over: ‘If Company A and Company B are in business competition, and Company A acquires a large holding of shares in Company B with the object of running . .
Cited – Eclairs Group Ltd and Glengary Overseas Ltd v JKX Oil and Gas Plc SC 2-Dec-2015
Company Director not Trustee but is Fiduciary
The Court was asked about an alleged ‘corporate raid’, an attempt to exploit a minority shareholding in a company to obtain effective management or voting control without paying what other shareholders would regard as a proper price.
Held: The . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 06 May 2022; Ref: scu.194957

In re Exhall Coal Mining Co Ltd: CA 1864

Section 163 provided ‘any . . distress or execution put in force against the estate or effects of the company after the commencement of the winding up shall be void to all intents.’ After the presentation of a petition, the commencement of a compulsory winding up, but before the winding up order, the lessor of land of which the company was the beneficial tenant levied a distress upon the company’s goods for arrears of rent. The liquidator claimed that the distress was void under the statute.
Held: It had a discretionary power to validate the distress. It derived this power from section 87, which provided that after a winding up order, no ‘suit action or other proceeding’ should be proceeded with or commenced against the company without the leave of the court. Turner LJ: ‘I also concur in the decision of the Master of the Rolls. I think the 163rd section of the Act must be construed as only avoiding attachments, sequestrations, distresses or executions when leave to put them in force has not been given under the 87th section.’

Judges:

Turner LJ

Citations:

(1864) 4 De G J and S 377

Statutes:

Companies Act 1862 87 163

Jurisdiction:

England and Wales

Cited by:

Cited – Kahn and Another v Commissioners of Inland Revenue; In re Toshoku Finance plc HL 20-Feb-2002
A company went into liquidation, being owed substantial sums by another company in the same group, but itself insolvent. A settlement did not include accrued interest, but was claimed to be taxed as if it had, and on an accruals basis. If so, was . .
Lists of cited by and citing cases may be incomplete.

Company, Insolvency

Updated: 06 May 2022; Ref: scu.190093

Re A Company No 01126 of 1992: 1993

Company funds should not be used to support disputes between shareholders.

Citations:

[1993] BCC 325

Jurisdiction:

England and Wales

Cited by:

Cited – BAS Capital Funding Corporation, Deutsche Bank Ag London, Paine Webber Capital Inc, PW Exe Lp, Pw Partners 1999 Lp v Medfinco Limited, Abacus Holdings Limited, Andreas W Gerdes, HTC Inc, etc ChD 25-Jul-2003
The claimants wanted to bring actions in respect of various matters under shareholders agreements in complex international joint ventures. Leave was given to serve English proceedings in Malta, and the claim form and particulars of claim were faxed . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 06 May 2022; Ref: scu.186470

J J Harrison v Harrison: 2002

A company director, having concealed relevant information from the board, obtained company property at a substantial undervalue.

Citations:

[2002] BCLC 162

Statutes:

Companies Act 1985 21

Jurisdiction:

England and Wales

Cited by:

Cited – DEG-Deutsche Investitions und Entwicklungsgesellschaft mbH v Koshy and Other (No 3); Gwembe Valley Development Co Ltd (in receivership) v Same (No 3) CA 28-Jul-2003
The company sought to recover damages from a director who had acted dishonestly, by concealing a financial interest in a different company which had made loans to the claimant company. He replied that the claim was out of time. At first instance the . .
Cited – Parker v Parker ChD 24-Jul-2003
Lord Macclesfield claimed a right to occupy a castle. The owners claimed that he had only a mere tenancy at will. The exact rooms in the castle which had been occupied had varied over time.
Held: The applicant was entitled to reasonable . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 06 May 2022; Ref: scu.186029

re Queen’s Moat House Plc: ChD 5 Dec 2001

The interests of justice are unlikely to require a second investigation of facts, which have already been the subject matter of an exhaustive examination.

Judges:

Mr Justice Pumfrey

Citations:

Unreported, 5 December 2001

Jurisdiction:

England and Wales

Cited by:

Cited – The Secretary of State for Trade and Industry v Michael Hamilton Amiss, Jonathan Andrew Chapman, Roger Rex Ingles ChD 20-Mar-2003
The Secretary sought disqualification orders, under section 8 which left the court with a discretion as to whether an order should be made.
Held: It was not necessary to establish dishonesty to a Twinsectra standard to justify an order. The . .
Lists of cited by and citing cases may be incomplete.

Company, Estoppel

Updated: 06 May 2022; Ref: scu.186021

re Swift 736 Limited: 1993

The purpose of the jurisdiction created under the Act is to promote better management standards in companies.

Citations:

[1993] BCLC 796

Statutes:

Company Directors Disqualification Act 1986

Jurisdiction:

England and Wales

Cited by:

Cited – The Secretary of State for Trade and Industry v Michael Hamilton Amiss, Jonathan Andrew Chapman, Roger Rex Ingles ChD 20-Mar-2003
The Secretary sought disqualification orders, under section 8 which left the court with a discretion as to whether an order should be made.
Held: It was not necessary to establish dishonesty to a Twinsectra standard to justify an order. The . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 06 May 2022; Ref: scu.186019

In re Samuel Sherman Plc: 1991

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

Citations:

[1991] 1 WLR 1070

Statutes:

Company Directors Disqualification Act 1986 8

Jurisdiction:

England and Wales

Citing:

Cited – In re Sevenoaks Stationers (Retail) Ltd CA 1990
The court gave guidelines for the periods 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 by:

Cited – The Secretary of State for Trade and Industry v Michael Hamilton Amiss, Jonathan Andrew Chapman, Roger Rex Ingles ChD 20-Mar-2003
The Secretary sought disqualification orders, under section 8 which left the court with a discretion as to whether an order should be made.
Held: It was not necessary to establish dishonesty to a Twinsectra standard to justify an order. The . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 06 May 2022; Ref: scu.186018