Category: Company

Modelo Continente Hipermercados v Autoridade para as Condicoes de Trabalho – Centro Local do Lis (ACT): ECJ 5 Mar 2015

ECJ Judgment – Reference for a preliminary ruling – Rules on mergers of public limited liability companies – Directive 78/855/EEC – Merger by acquisition – Article 19 – Effects – Transfer of all the assets and liabilities of the company being acquired to the acquiring company – Infringement by the company being acquired prior to its acquisition – Administrative decision confirming infringement post-acquisition – National law – Transfer of the acquired company’s liability for administrative offences – Lawfulness

T. von Danwitz, P
C-343/13, [2015] EUECJ C-343/13
Bailii
Directive 78/855/EEC

European, Company

Updated: 28 December 2021; Ref: scu.543914

Secretary of State for Business, Innovation and Skills v PLT Anti-Marketing Ltd: CA 10 Feb 2015

The company appealed against trefusal to alter undertakings given to the court as to the future conduct of its business pending an application by the respondent for the company to be wound up in the public interest.

Richards, Ryder, Briggs LJJ
[2015] EWCA Civ 76
Bailii
England and Wales

Company, Consumer

Updated: 27 December 2021; Ref: scu.542443

Nilon Ltd and Another v Royal Westminster Investments Sa and Others: PC 21 Jan 2015

(British Virgin Islands) The primary questions which were the subject of argument were (1) whether a claimant (A) can bring proceedings for rectification of the share register of a company (D1) when the reason for rectification is an untried allegation that a defendant (D2) has agreed to allot shares in D1 to A; and (2) if so, whether D2 is a necessary and proper party to A’s claim against D1 and whether the BVI is an appropriate forum for A’s claim against D.

Lord Mance, Lord Sumption, Lord Carnwath, Lord Toulson, Lord Collins
[2015] UKPC 2
Bailii

Commonwealth, Company, Equity, Jurisdiction

Updated: 27 December 2021; Ref: scu.541689

Lexi Holdings Plc v Luqman and others: CA 26 Feb 2009

Attempts by company administrators to recover sums allegedly misapplied by former directors.

[2009] EWCA Civ 117
Bailii
England and Wales
Citing:
See Also – Lexi Holdings Plc v Luqman and others ChD 2-Jul-2007
Application was made for the committal to prison for contempt of court by the first defendant for breaches of court orders. . .
See Also – Lexi Holdings v Luqman and others CA 6-Aug-2007
Application for permission to appeal – granted. . .
See Also – Lexi Holdings Plc v Luqman and others CA 29-Aug-2007
Claim by valuers on administration of mortgage company for sums paid to the company by lenders to pay for valuations. . .
See Also – Lexi Holdings Plc v Luqman and others ChD 19-Oct-2007
. .
See Also – Lexi Holdings Plc v Luqman and others ChD 16-Nov-2007
. .
See Also – Lexi Holdings Plc v Luqman and others ChD 15-Jan-2008
Whether a prisoner serving a sentence for contempt of court is subject to the same rules as to early release etc as other prisoners.
Held: ‘paragraph 5.2 of PSO 6300 is unlawful in so far as it purports to require, or is interpreted by the . .
See Also – Lexi Holdings v Luqman and Another ChD 16-Jul-2008
. .

Lists of cited by and citing cases may be incomplete.

Company

Updated: 27 December 2021; Ref: scu.304534

Regina v Philippou: CA 1989

The defendants were sole directors and shareholders of their company. They appealed a conviction of theft from the company.
Held: The convictions stood. ‘Appropriates’ is to be given its ordinary English meaning, namely, ‘takes as one’s own or to oneself’.

(1989) 89 Cr App R 290, Times 06-Apr-1989
Theft Act 1968
England and Wales
Citing:
Disapproved – Regina v Roffel 19-Dec-1984
(Australia – Supreme Court of Victoria) A couple ran a clothing manufacturing business. They then formed a limited company of which they became the sole directors and shareholders and sold the business to the company. The price remained unpaid. The . .

Cited by:
Cited – 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 . .

Lists of cited by and citing cases may be incomplete.

Crime, Company

Updated: 27 December 2021; Ref: scu.214208

Barclays Bank Limited v Inland Revenue Commissioners: HL 1960

A testator did have the control of a company within section 55(1) of the 1940 Act, by virtue of the fact that he held shares as an individual in his own right and also was entitled to vote as a trustee for a further allocation of shares (making together more than half the total of the issued ordinary shares).

[1961] AC 509, (1960) 2 All ER 817
Finance Act 1940 55(1)
England and Wales
Cited by:
Distinguished – Bermuda Cablevision Limited and others v Colica Trust Company Limited PC 6-Oct-1997
(Bermuda) An alternative remedy to winding up is available to a shareholder where oppressive conduct is alleged, though the main thrust is that the conduct is unlawful. . .
Cited – G v G and Another FdNI 25-Oct-2003
There had been a long but argumentative marriage, and the parties disputed distribution of the assets on an ancillary relief application.
Held: The husband could not claim to discount shareholdings as a minority shareholding where he also . .

Lists of cited by and citing cases may be incomplete.

Income Tax, Company

Updated: 27 December 2021; Ref: scu.221573

Ex parte Moore: 1881

The rule that a company director may not have an interest in a contract with the company applies even if if he is only acting as an agent for another.

(1881) 30 WR 123
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, Agency

Updated: 27 December 2021; Ref: scu.220727

Reinhard v Ondra Llp and Others: ChD 14 Jan 2015

The parties disputed whether the claimant had become a member of the defendant limited liability partnership.
Warren J said: ‘the ‘share’ of a member [of an LLP] is the totality of the contractual or statutory rights and obligations of that member which attach to his membership’.

Warren J
[2015] EWHC 26 (Ch)
Bailii
England and Wales
Cited by:
Cited – Hosking v Marathon Asset Management Llp ChD 5-Oct-2016
Loss of agent’s share for breach within LLP
The court was asked whether the principle that a fiduciary (in particular, an agent) who acts in breach of his fiduciary duties can lose his right to remuneration, is capable of applying to profit share of a partner in a partnership or a member of a . .

Lists of cited by and citing cases may be incomplete.

Company, Contract

Updated: 25 December 2021; Ref: scu.541399

Re ERM Worldwide Group Ltd: ChD 11 Oct 2021

Application for sanction of a scheme of arrangement between the scheme company ERM Worldwide Group Ltd and the holders of its nine classes of share capital pursuant to Section 899 of the Companies Act 2006.

The Hon Mr Justice Mellor
[2021] EWHC 3300 (Ch)
Bailii
England and Wales

Company

Updated: 25 December 2021; Ref: scu.670313

Cartesio Oktato es Szolgaltato bt: ECJ 16 Dec 2008

ECJ Grand Chamber – Transfer of a company seat to a Member State other than the Member State of incorporation ‘ Application for amendment of the entry regarding the company seat in the commercial register ‘ Refusal ‘ Appeal against a decision of a court entrusted with maintaining the commercial register ‘ Article 234 EC ‘ Reference for a preliminary ruling ‘ Admissibility Definition of ‘court or tribunal’ ‘ Definition of ‘a court or tribunal against whose decisions there is no judicial remedy under national law’ ‘ Appeal against a decision making a reference for a preliminary ruling Jurisdiction of appellate courts to order revocation of such a decision Freedom of establishment ‘ Articles 43 EC and 48 EC

V Skouris, P
[2009] 1 CMLR 50, [2009] Bus LR 1233, [2009] 3 WLR 777, [2009] BCC 232, [2009] Ch 354, [2009] All ER (EC) 269, [2008] EUECJ C-210/06
Bailii
European
Citing:
Opinion – Cartesio Oktato es Szolgaltato bt ECJ 22-May-2008
ECJ Freedom Of Establishment – Opinion – Reference for a preliminary ruling from the Szegedi Itel -‘tabla (Hungary) . .

Lists of cited by and citing cases may be incomplete.

Company

Updated: 24 December 2021; Ref: scu.540467

Statek Corporation v Alford and Another: ChD 17 Jan 2008

Evans-Lombe J said: ‘In my judgment, section 21(1) of the Limitation Act 1980, following the decision of Mr Justice Danckwerts in the G.L. Baker Ltd case and the obiter dicta of Lord Esher and Bowen LJ in Soar v Ashwell, is to be construed as applying to accessories to the fraudulent breaches of trust of others with the result that no period of limitation is applicable to claims against them. I do not read the decision of the House of Lords in the Dubai Aluminium case as authority to the contrary.’

Evans-Lombe J
[2008] EWHC 32 (Ch)
Bailii
Limitation Act 1980 21(1)
England and Wales
Cited by:
Cited – Williams v Central Bank of Nigeria QBD 8-Apr-2011
The claimant had been defrauded by a customer of the defendant bank. He brought a claim against the bank, saying that they knew or ought to have known of the fraudster’s activities, and were liable. The Bank denied that the UK courts had . .

Lists of cited by and citing cases may be incomplete.

Contract, Company, Limitation

Updated: 23 December 2021; Ref: scu.263773

Konamaneni v Rolls Royce Industrial Power (India) Limited: ChD 20 Dec 2001

The claimants founded their action on the assertion that the defendants had been corrupt in obtaining contracts in India. The defendants argued that the English courts had no jurisdiction. The claimants held various small shareholdings in a company used as a vehicle for paying bribes, and sought return of the money paid. It was a derivative action.
Held: The company should normally be claimant in such an action. Such claims need not be restricted to English companies, and the English courts were the appropriate lex fori for this claim, but only if there was no other appropriate forum. The parties could offer to submit to Indian jurisdiction, and the defendant had done so. The courts of the place of incorporation will almost invariably be the appropriate forum for issues which relate to the existence of the right of shareholders to sue on behalf of the company. Most of the witnesses would be in India. The Indian connections of this case were overwhelming.

Justice Lawrence Collins
Times 31-Jan-2002, [2001] EWHC Ch 470, [2002] 1 WLR 1269
Bailii
Civil Procedure Rules 19.9 6.21 2(a)
England and Wales
Citing:
Cited – Prudential Assurance Co Ltd v Newman Industries Ltd (No 2) CA 1982
A plaintiff shareholder cannot recover damages merely because the company in which he has an interest has suffered damage. He cannot recover a sum equal to the diminution in the market value of his shares, or equal to the likely diminution in . .
Cited – Heyting v Dupont CA 1964
The plaintiff owned shares in a company registered in Jersey and created to make the most of an invention. The articles contained a deadlock provision.
Held: This was ‘essentially a dispute between two discordant partners’ There was a general . .
Applied – BP Exploration Co (Libya) Ltd v Hunt 1976
The fact that the contract was governed by English law was the predominating factor to be borne in mind when deciding jurisdiction.
The court should be careful before describing as non-disclosure as material not included in an affidavit in . .

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 . .
Cited – Islamic Republic of Pakistan v Zardari and others ComC 6-Oct-2006
The claimant alleged that the defendants had funded the purchase of various properties by secret and unlawful commissions taken by them whilst in power in Pakistan. They sought to recover the proceeds. They now sought permission to serve proceedings . .
Cited – Metropolitan International Schools Ltd. (T/A Skillstrain And/Or Train2Game) v Designtechnica Corp (T/A Digital Trends) and Others QBD 16-Jul-2009
The claimant complained that the defendant had published on its internet forums comments by posters which were defamatory of it, and which were then made available by the second defendant search engine. The court was asked what responsibility a . .
Cited – Roberts v Gill and Co Solicitors and Others SC 19-May-2010
The claimant beneficiary in the estate sought damages against solicitors who had acted for the claimant’s brother, the administrator, saying they had allowed him to take control of the assets in the estate. The will provided that property was to be . .
Cited – Iesini and Others v Westrip Holdings Ltd and Others ChD 16-Oct-2009
The claimants were shareholders in Westrip, accusing the Defendant directors of deliberately engaging in a course of conduct which has led to Westrip losing ownership and control of a very valuable mining licence and which, but for their . .

Lists of cited by and citing cases may be incomplete.

Jurisdiction, Company, Civil Procedure Rules

Updated: 23 December 2021; Ref: scu.167403

Daiichi UK Ltd and others v Stop Huntingdon Animal Cruelty and Others; Asahi Glass UK ltd and others v Same; Eisaai Ltd v Same; Yam,anouchi Pharma UK Ltd and others v Same; Sankyo Pharma UK Ltd and others v Same: QBD 13 Oct 2003

The claimants sought injunctions and orders under the act against the respondent in respect of acts of harrassment intended variously to dissuade the companies form engaging in activities disapproved by the respondents.
Held: The Act was not available to protect companies. Orders were granted for the individuals employed by them who had been affected, but refused for the companies.

Owen J
Times 22-Oct-2003, Gazette 16-Oct-2003, [2003] EWHC 2337 (QB)
Protection from Harassment Act 1997
England and Wales
Cited by:
Cited – Banks v Ablex Ltd CA 24-Feb-2005
The claimant appealed denial of her claim for damages for psychological injury. She complained that her employer had failed to prevent her and other female employees being bullied by a co-worker, and they committed a breach of statutory duty in . .
Cited – Majrowski v Guy’s and St Thomas’ NHS Trust CA 16-Mar-2005
The claimant had sought damages against his employer, saying that they had failed in their duty to him under the 1997 Act in failing to prevent harassment by a manager. He appealed a strike out of his claim.
Held: The appeal succeeded. The . .

Lists of cited by and citing cases may be incomplete.

Torts – Other, Company

Updated: 23 December 2021; Ref: scu.187180

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 elected a new committee and officers despite defects in the procedures adopted. Payments had also been correct despite not being satisfactorily documented.
Held: A vote at a meeting required to be by ballot was not satisfied by a show of hands. Nor is this a failure of form rather than substance. Nor did the notice of meeting forewarn the members that the elections would not be by ballot. However the later AGM was effective to cure these issues. The request for an account was refused, the appellant being unable to identify documents he wanted over and above those received. The appeal succeeded to that limited extent.

Sullivan, McFarlane, Lewison LJJ
[2014] EWCA Civ 230
Bailii
Friendly Societies Act 1992 30, Friendly Societies Act 1974 76
England and Wales
Citing:
Cited – Regina v Tidd Pratt 5-Jun-1865
The court was asked as to the purported alteration of the rules of a friendly society which the registrar had refused to register. The two alleged defects were: i) The meeting of the society was held in Manchester (where the majority of members . .
Cited – Labouchere v Earl of Wharncliffe CA 1879
The purported expulsion of Mr Labouchere from the Beefsteak Club was invalid because the rules had not been followed. . .
Cited – Dawkins v Antrobus CA 1-Feb-1881
The Court will not interfere against the decision of the members of a club professing to act under their rules, unless it can be shewn either that the rules are contrary to natural justice, or that what has been done is contrary to the rules, or . .
Cited – Young v Ladies’ Imperial Club Ltd CA 1920
The purported expulsion of Mrs Young from the Ladies’ Imperial Club was invalid for two reasons. First, one member of the executive committee had not been given notice of the meeting, even though she would not have attended it. Second, the notice of . .
Cited – Re Sick and Funeral Society of St John’s Sunday School Golcar ChD 1972
The rules of a club are essentially contractual in nature.
A member may resign his membership unilaterally and his resignation will be effective if he has sufficiently manifested his decision to cease to be a member: ‘ . . It seems to me that . .
Cited – 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 . .
Cited – Newbold and Others v The Coal Authority CA 23-May-2013
Appeal by the Coal Authority against an order declaring that notices of subsidence damage were valid damage notices for the purposes of section 3 of the 1991 Act.
Held: Sir Stanley Burnton said: ‘In all cases, one must first construe the . .
Cited – Barron v Potter 1914
Where all the directors of a company agree to something which the articles require to be decided by resolution, then the unanimous agreement of all the members of the company is as good as a formal resolution passed by a majority. . .
Cited – In Re Duomatic Ltd ChD 1969
Payments were made by a company by way of remuneration to directors without complying with the company’s articles of association in that no resolution authorising the directors to receive remuneration had ever been passed in a general meeting of the . .

Lists of cited by and citing cases may be incomplete.

Company

Updated: 23 December 2021; Ref: scu.522279

Re Sick and Funeral Society of St John’s Sunday School Golcar: ChD 1972

The rules of a club are essentially contractual in nature.
A member may resign his membership unilaterally and his resignation will be effective if he has sufficiently manifested his decision to cease to be a member: ‘ . . It seems to me that the answer, or an answer, lies in the decision of the Court of Appeal in Finch v Oake [1896] 1 Ch. 409, which I mentioned in the course of argument. This established that a member of a society has the unilateral right, not dependent on acceptance by the society, to resign his membership at any time, even though the rules contain no provision as to resignation. In that case, the member wrote a letter saying that he desired to withdraw his name as a member of the society, and that was held to be sufficient. There can be no magic in the word ‘resign,’ nor in whether the resignation is written or oral. The essence of the matter seems to me to be whether the member has sufficiently manifested his decision to be a member no more. I cannot see why such a manifestation should not be by conduct instead of by words: the only question is whether the member’s decision has been adequately conveyed to the society by words or deeds . . ‘

Megarry J
[1973] Ch 51, [1972] 2 All ER 439
England and Wales
Citing:
Cited – Finch v Oake CA 22-Jan-1896
The members of a voluntary trade protection society became such by election, and paid an annual subscription, in return for which they were entitled to legal assistance for the purposes of their trade and to some other benefits. By the rules the . .

Cited by:
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.

Company

Updated: 23 December 2021; Ref: scu.551302

Finch v Oake: CA 22 Jan 1896

The members of a voluntary trade protection society became such by election, and paid an annual subscription, in return for which they were entitled to legal assistance for the purposes of their trade and to some other benefits. By the rules the members incurred no obligation beyond the payment of their subscriptions. The rules contained no provision as to the retirement or expulsion of members.
Held: That a member was entitled to retire at any time without any consent of the other members ; that on the receipt by the society of a letter from a member stating his wish to retire he at once ceased to be a member, without the necessity of the acceptance by the society of his resignation ; that he could not before acceptance withdraw his resignation; and that he could not become a member again without re-election.

[1896] UKLawRpCh 11, (1896) 1 Ch 409
Commonlii
England and Wales
Cited by:
Cited – Re Sick and Funeral Society of St John’s Sunday School Golcar ChD 1972
The rules of a club are essentially contractual in nature.
A member may resign his membership unilaterally and his resignation will be effective if he has sufficiently manifested his decision to cease to be a member: ‘ . . It seems to me that . .

Lists of cited by and citing cases may be incomplete.

Company

Updated: 23 December 2021; Ref: scu.670681

Marwaha v Singh and Others: CA 6 Nov 2013

Sir Terence Etherton Ch, Hallett, Sharp LJJ
[2013] EWCA Civ 1878, [2014] PTSR 1166
Baillii
England and Wales
Citing:
Appeal from – Marwaha and Others v Singh and Others ChD 18-Feb-2013
The claimants sought injunctions and declaratory relief relating to: (a) a purported amendment to the constitution of the Guru Tegh Bahadur Gurdwara (‘the charity’); (b) the completion of a new list of members of the charity; and (c) for amendment . .

Lists of cited by and citing cases may be incomplete.

Charity, Company

Updated: 22 December 2021; Ref: scu.537766

Oao Neftyanaya Kompaniya Yukos v Russia (Just Satisfaction): ECHR 31 Jul 2014

ECHR Article 41
Non-pecuniary damage
Pecuniary damage
Just satisfaction
Award in respect of pecuniary damage sustained by company in liquidation to be paid to its shareholders
Facts – The case concerned tax and enforcement proceedings brought in 2004 against the Russian oil company, OAO Neftyanaya Kompaniya Yukos (Yukos), which eventually led to its liquidation in 2007.
In a Chamber judgment of 20 September 2011 (see Information Note 144), the Court found a violation of Article 6 — 1 and 3 (b) of the Convention in respect of the tax-assessment proceedings in 2000 on the grounds that Yukos had been given insufficient time to prepare its case before the lower courts. It also found two violations of Article 1 of Protocol No. 1 in that (a) the assessment of the penalties relating to 2000 and the doubling of the penalties for 2001 had been unlawful and (b) the Russian authorities had failed to strike a fair balance in the enforcement proceedings between the legitimate aims sought and the measures employed – in particular by being inflexible regarding the pace of the proceedings and obliging Yukos to pay excessive fees.
The Court reserved the question of just satisfaction.
Law – Article 41
(a) Pecuniary damage
(i) Violation of Article 6 – The Court could not speculate on what the outcome of the tax proceedings in 2000 might have been had the violation of the Convention not occurred. There was thus insufficient proof of a causal link between the violation found and the pecuniary damage allegedly sustained by Yukos.
Conclusion: no award (unanimously).
(ii) Violations of Article 1 of Protocol No. 1 – Yukos had paid the penalties in the tax assessment for the years 2000 and 2001 which had been found unlawful by the Court, as well as a 7% enforcement fee on these penalties. The Court assessed the amount of pecuniary damage to Yukos resulting from those payments at EUR 1,299,324,198.
Furthermore, the disproportionate character of the enforcement proceedings had significantly contributed to Yukos’ liquidation – even if the liquidation had not been caused by the shortcomings in those proceedings alone, as the company alleged. In its judgment on the merits the Court had found, in particular, that the 7% enforcement fees Yukos had had to pay for the years 2000 to 2003 had been completely out of proportion to the expenses which could have possibly been expected. The Court accepted an indication by the Russian Government, according to which an appropriate rate for the enforcement fee would have been 4%. The Court thus calculated the difference between an enforcement fee at that latter rate and the fee actually paid, and deducted from that amount the fees for 2000 and 2001, which it had already found to be unlawful in their entirety. On that basis, and after taking inflation into account, the Court assessed the amount of pecuniary damage resulting from the disproportionate character of the enforcement proceedings at EUR 566,780,436.
Conclusion: overall award of EUR 1,866,104,634 (majority).
(iii) Distribution of the award – Since Yukos had ceased to exist following its liquidation, the award was to be paid to its shareholders and their legal successors and heirs, as the case might be, in proportion to their nominal participation in the company’s stock.
In reaching that conclusion, the Court rejected two arguments made by the Government opposing payment to the shareholders.
The first argument was that such a payment would be unjust in view of the involvement of management and some of the shareholders in the alleged tax fraud. However, given the nature of the violation found, the Court did not consider this reference to allegedly fraudulent conduct to be relevant. Yukos had already been held liable for the actions described in the various tax and enforcement proceedings and there was no reason to reduce the amount of the award to take account of conduct for which the company had already been punished.
As to the Government’s second point, that at the time of its liquidation Yukos still had a huge unpaid debt to the tax authorities and other creditors, the Court noted that instead of giving Yukos time to pay, the domestic authorities had precipitated matters by auctioning its main production unit and liquidating it, notwithstanding the risk of being subsequently unable to recover some of the company’s liabilities. Moreover, any liabilities that Yukos may have had in respect of its creditors had been met or extinguished in the enforcement and liquidation proceedings in 2007, and there was nothing to suggest that either it or its shareholders had any remaining liability to creditors under domestic law.
Conclusion: award to be paid to shareholders and heirs (majority).
(b) Non-pecuniary damage – Finding of violations constituted sufficient just satisfaction (unanimously).
(c) Execution – Russia was required to produce, in co-operation with the Committee of Ministers and within six months from the date on the instant judgment became final, a comprehensive plan with a binding time frame for distribution of the award of just satisfaction.

14902/04 – Legal Summary, [2014] ECHR 906
Bailii
European Convention on Human Rights
Human Rights

Human Rights, Company

Updated: 21 December 2021; Ref: scu.536676

Multinational Gas and Petrochemical Co Ltd v Multinational Gas and Petrochemical Services Ltd: CA 1983

The court considered the way that the duty of a director to his company arose: ‘The directors indeed stand in a fiduciary relationship to the company, as they are appointed to manage the affairs of the company and they owe fiduciary duties to the company though not to the creditors, present or future, or to individual shareholders.’ The sole shareholder or the whole body of shareholders may approve a foolish or negligent decision in the ordinary course of business, at least where the company is solvent.

Dillon LJ
[1983] Ch 258
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 . .
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, Trusts

Updated: 20 December 2021; Ref: scu.230278

West Coast Capital (Lios) Ltd, Re an Order Under Section 994 of the Companies Act 2006: SCS 15 May 2008

‘Thus, it is at least possible that a decision of the board to seek approval for a share issue could be regarded as unfair prejudice, even though the offer could be taken up pro rata by existing shareholders, if it were shown that the board or the majority shareholders knew that the minority for whatever reason could not or, for good reason, would not take up their entitlement: Re a Company [1985] BCLC 80 (Harman J), Re a Company [1986] BCLC 362 (Hoffmann J). Objectively in such a case, there might be prejudice to the minority in terms of their interest in the company being diluted; and that prejudice might be classified as ‘unfair’ prejudice if it could be inferred from the knowledge and presumed intent of the majority that they were acting for an improper purpose.’

[2008] ScotCS CSOH – 72
Bailii
Companies Act 2006
Scotland
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: 18 December 2021; Ref: scu.268018

Vallee And Others v Dumergue: CExC 6 Jul 1849

A provision in the constitution of a company regulated proceedings against shareholders. The plaintiff liquidators sought enforcement in England of a French judgment against a shareholder for his contribution to the debts of the company. The judgment debtor was resident in England. It was pleaded by the liquidators that under French law it was necessary for a shareholder to elect a domicile in France, at which the directors of the company might notify him of all proceedings relative to the company, or to the defendant as such shareholder; and that the defendant made election of domicile at a place in Paris, and gave notice thereof to the plaintiffs.
Held: Submission to the foreign court would occur where the judgment debtor had ‘expressly or implicitly contracted to submit to the jurisdiction’ of the foreign court.
It was not contrary to natural justice that a man who has agreed to receive a particular mode of notification of legal proceedings should be bound by a judgment in which that particular mode of notification has been followed, even though he may not have had actual notice of them.

Alderson, B
[1849] EngR 834, (1849) 4 Exch 290, (1849) 154 ER 1221
Commonlii
England and Wales
Cited by:
Cited – Vizcaya Partners Ltd v Picard and Another PC 3-Feb-2016
No Contractual Obligation to Try Case in New York
(Gibraltar) The appellant had invested in a fraudulent Ponzi scheme run by Bernard Madoff. They were repaid sums before the fund collapsed, and the trustees now sought repayment by way of enforcement of an order obtained in New York.
Held: The . .

Lists of cited by and citing cases may be incomplete.

Jurisdiction, Company, Natural Justice

Updated: 18 December 2021; Ref: scu.299139

Re Holders Investment Trust: ChD 1971

The court considered an application to reduce the capital of the company by cancelling redeemable preference shares redeemable in 1971, in exchange for unsecured loan stock, redeemable some four to nine years later. The main issue was the propriety of certain holders of both redeemable preference shares and equity stock voting for the proposal motivated by its benefits for them as ordinary stockholders, rather than considering the benefits and detriments for holders of redeemable preference shares.
Held: Megarry J referred to a contention of the company that if there were no funds available within the terms of section 58(1) of the 1948 Act, the company would not be in default under an article requiring it to redeem redeemable preference shares on a given date. He said: ‘This is a point that I do not have to decide . . but for the present I need say no more than that I share the doubts which have been expressed about the company’s contention.’
Trustees voting at a class meeting of preference shareholders to approve a reduction of capital were not entitled to take into account their interests as holders of the majority of the ordinary shares in the company: ‘That exchange of letters seems to me to make it perfectly clear that the advice sought, the advice given, and the advice acted upon, was all on the basis of what was for the benefit of the trusts as a whole, having regard to their large holdings of the equity capital. From the point of view of equity, and disregarding company law, this is a perfectly proper basis: but that is not the question before me. I have to determine whether the supporting trustees voted for the reduction in the bona fide belief that they were acting in the interests of the general body of members of that class. From first to last I can see no evidence that the trustees ever applied their minds to what under company law was the right question, or that they ever had the bona fide belief that is requisite for an effectual sanction of the reduction. Accordingly, in my judgment there has been no effectual sanction for the modification of class rights’.

Megarry J
[1971] 1 WLR 583
Companies Act 1948 58(1)
England and Wales
Cited by:
Cited – Winpar Holdings Ltd v Ransomes Plc CA 1-Jul-1999
The company had been given permission to cancel a share premium account. Changes in circumstances brought the matter back for reconsideration. . .

Lists of cited by and citing cases may be incomplete.

Company

Updated: 18 December 2021; Ref: scu.195958

Viho v Commission: ECJ 24 Oct 1996

[1996] ECR I-5457, C-73/95, [1996] EUECJ C-73/95P
Bailii
European
Cited by:
Cited – Scandecor Developments AB v Scandecor Marketing AV and Others and One Other Action HL 4-Apr-2001
A business had grown, but the two founders split, and set up separate business. There was no agreement as to the use of the trading names and trade marks. The original law of Trade Marks prohibited bare exclusive licenses, licences excluding the . .

Lists of cited by and citing cases may be incomplete.

European, Company

Updated: 18 December 2021; Ref: scu.161539

In Re A Company No 007816 of 1994, Same Re 007818, 007819, 007820, etc: ChD 13 Oct 1995

The company was said to have acted in breach of section 2(1) of the1982 Act.
Held: A Minister’s application to wind up companies in the public interest must be cogently argued. Insurance authorisation depends on where the effecting and carrying out of contracts of insurance occurs. The purpose of the addition of the words ‘as principal’, which had not appeared in earlier equivalent legislation, was to confirm that it did not extend to agents duly authorised by insurers.
That an insurance contract is made outside the UK does not mean that there cannot be the carrying on of an insurance business within the UK. Some activities conducted by brokers in the UK on behalf of offshore companies (other than the mere acceptance of risk) can amount to evidence that the offshore companies were carrying on business in the UK.

Times 13-Oct-1995, [1997] 2 BCLC 685
Companies Act 1986 124A, Insurance Companies Act 1982 2(1)
England and Wales

Company, Insurance

Updated: 18 December 2021; Ref: scu.81646

In re Progress Assurance Co Ex parte Liverpool Exchange Co: CA 1870

Where offices had been let to a company which was ordered to be wound up by the Court, a distress was subsequently put in for rent by the lessors, under which the office furniture was seized.
Held: as possession of the offices had not, in the opinion of the Court, been retained for the purpose of the company’s business, the distress was illegal under s. 163 of the Companies Act, 1862, and that the lessors were only entitled to prove for the amount due to them.
The lessors of a company in liquidation levied a distress for unpaid rent upon its office furniture three months after the winding up order. A distress after the winding up order would be allowed to proceed only where the company ‘has retained not merely formal but actual possession of the property for the purpose of carrying on the business of the liquidation . .’

Lord Romilly MR
(1870) LR 9 Eq 370, [1870] UKLawRpEq 101
Commonlii
England and Wales
Cited by:
Followed – In re Lundy Granite Co; Ex parte Heavan CA 1871
The landlord of Lundy Island, which was let to a third party, distrained upon goods of the company which had been left upon the tenant’s property. The distraint was for rent which had fallen due more than a year after the winding up order. The . .
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, Landlord and Tenant

Updated: 18 December 2021; Ref: scu.190094

National Grid Indus v Inspecteur van de Rijnmond Belastingdienst / kantoor Rotterdam: ECJ 29 Nov 2011

ECJ Grand Chamber – Transfer of a company’s place of effective management to a Member State other than that in which it is incorporated – Freedom of establishment – Article 49 TFEU – Taxation of unrealised capital gains relating to the assets of a company transferring its place of management between Member States – Determination of the amount of tax at the time of the transfer of the place of management – Immediate recovery of the tax – Proportionality

A. Tizzano, P
[2011] EUECJ C-371/10
Bailii
Citing:
Opinion – National Grid Indus v Inspecteur van de Rijnmond Belastingdienst / kantoor Rotterdam ECJ 8-Sep-2011
ECJ Opinion – Freedom of establishment – Companies – Exit taxation for companies that move their headquarters to another Member State – Establishment and taxation of hidden reserves – unrealized foreign exchange . .

Lists of cited by and citing cases may be incomplete.

European, Company, Capital Gains Tax

Updated: 17 December 2021; Ref: scu.534457

Smithton Ltd v Naggar: CA 10 Jul 2014

The appellant (‘Hobart’) brought proceedings against Mr Naggar, a director of its former holding company (Dawnay Day International Ltd or ‘DDI’), to recoup losses which it incurred (on its case) in consequence of transactions with clients introduced to it through Mr Naggar. It sought to recoup its losses by seeking damages on the basis that, while Mr Naggar was not one of the duly appointed directors of Hobart, he was a de facto or shadow director of it or alternatively on the basis that he was a director of DDI and the arrangements in question infringed section 190 of the CA 2006, which provided for the avoidance of substantial property transactions giving rise to a statutory liability on his part to indemnify Hobart.

Arden, Elias, Tomlinson LJJ
[2014] WLR(D) 306, [2014] EWCA Civ 939
Bailii, WLRD
Companies Act 2006 190
England and Wales

Company

Updated: 16 December 2021; Ref: scu.533939

In re Yorkshire Woolcombers Association Ltd: CA 2 Jan 1903

Nature of Company’s Debenture Charge

The court considered the nature of a debenture charge. Romer LJ said: ‘I certainly do not intend to attempt to give an exact definition of the term ‘floating charge’, nor am I prepared to say that there will not be a floating charge within the meaning of the Act, which does not contain all the three characteristics . . ‘. ‘I certainly think that if a charge has the three characteristics that I am about to mention it is a floating charge. (1) If it is a charge on a class of assets of a company present and future; (2) if that class is one which, in the ordinary course of business of the company, would be changing from time to time; and (3) if you find that by the charge it is contemplated that, until some future step is taken by or on behalf of those interested in the charge, the company may carry on its business in the ordinary way as far as concerns the particular class of assets I am dealing with.’ and (Vaughan Williams LJ) ‘ . . what you do require to make a specific security is that the security whenever it has once come into existence, and been identified or appropriated as a security, shall never thereafter at the will of the mortgagor cease to be a security.’

Romer LJ, Vaughan Williams LJ
[1903] 2 Ch 295
England and Wales
Citing:
Appeal from – In re Yorkshire Woolcombers Association Ltd ChD 1903
Farwell J said: ‘A charge on all book debts which may now be, or at any time hereafter become charged or assigned, leaving the mortgagor or assignor free to deal with them as he pleases until the mortgagee or assignee intervenes, is not a specific . .

Cited by:
Appeal from – Illingworth v Houldsworth HL 1904
A clause in a floating charge allowing a company to continue to trade in the assets charged: ‘contemplates not only that it should carry with it the book debts which were then existing, but it contemplates also the possibility of those book debts . .
Cited – National Westminster Bank Plc v Spectrum Plus Ltd and others ChD 15-Jan-2004
The company granted a debenture to the claimant purporting to secure its book debts. The company went into liquidation. The liquidator challenged the bank’s charge.
Held: Siebe was wrongly decided. The charge was ineffective over the book . .
Cited – Supercool Refrigeration and Air Conditioning v Hoverd Industries Ltd 1994
(New Zealand) The court noted a greater reluctance in Australia and Ireland than in England to accept the creation of a fixed charge over present and future book debts.
Tompkins J said:’ a requirement to pay the proceeds of the book debts . .
Cited – National Westminster Bank Plc v Spectrum Plus Ltd; In re Spectrum Plus CA 26-May-2004
The court was asked whether a charge given over book debts in a debenture was floating or fixed.
Held: Since the charge asserted some control over receipt of the payments, it was a fixed charge. Upon payment into the account, title to the . .
Cited – National Westminster Bank plc v Spectrum Plus Limited and others HL 30-Jun-2005
Former HL decision in Siebe Gorman overruled
The company had become insolvent. The bank had a debenture and claimed that its charge over the book debts had become a fixed charge. The preferential creditors said that the charge was a floating charge and that they took priority.
Held: The . .

Lists of cited by and citing cases may be incomplete.

Company, Banking

Updated: 13 December 2021; Ref: scu.191954

Illingworth v Houldsworth: HL 1904

A clause in a floating charge allowing a company to continue to trade in the assets charged: ‘contemplates not only that it should carry with it the book debts which were then existing, but it contemplates also the possibility of those book debts being extinguished by payment to the company, and that other book debts should come in and take the place of those that had disappeared. That, my Lords, seems to me to be an essential characteristic of what is properly called a floating security. The recitals . . shew an intention on the part of both parties that the business of the company shall continue to be carried on in the ordinary way – that the book debts shall be at the command of, and for the purpose of being used by, the company. Of course, if there was an absolute assignment of them which fixed the property in them, the company would have no right to touch them at all. The minute after the execution of such an assignment they would have no more interest in them, and would not be allowed to touch them, whereas as a matter of fact it seems to me that the whole purport of this instrument is to enable the company to carry on its business in the ordinary way, to receive the book debts that were due to them, to incur new debts, and to carry on their business exactly as if this deed had not been executed at all. That is what we mean by a floating security.’ A floating charge: ‘A specific charge, I think, is one that without more fastens on ascertained and definite property or property capable of being ascertained and defined; a floating charge, on the other hand, is ambulatory and shifting in its nature, hovering over and so to speak floating with the property which it is intended to affect until some event occurs or some act is done which causes it to settle and fasten on the subject of the charge within its reach and grasp.’ (Lord Macnaghten)

Halsbury, Macnaghten LL
[1904] AC 355
England and Wales
Citing:
Appeal from – In re Yorkshire Woolcombers Association Ltd CA 2-Jan-1903
Nature of Company’s Debenture Charge
The court considered the nature of a debenture charge. Romer LJ said: ‘I certainly do not intend to attempt to give an exact definition of the term ‘floating charge’, nor am I prepared to say that there will not be a floating charge within the . .
At First Instance – In re Yorkshire Woolcombers Association Ltd ChD 1903
Farwell J said: ‘A charge on all book debts which may now be, or at any time hereafter become charged or assigned, leaving the mortgagor or assignor free to deal with them as he pleases until the mortgagee or assignee intervenes, is not a specific . .

Cited by:
Cited – National Westminster Bank Plc v Spectrum Plus Ltd and others ChD 15-Jan-2004
The company granted a debenture to the claimant purporting to secure its book debts. The company went into liquidation. The liquidator challenged the bank’s charge.
Held: Siebe was wrongly decided. The charge was ineffective over the book . .
Cited – Supercool Refrigeration and Air Conditioning v Hoverd Industries Ltd 1994
(New Zealand) The court noted a greater reluctance in Australia and Ireland than in England to accept the creation of a fixed charge over present and future book debts.
Tompkins J said:’ a requirement to pay the proceeds of the book debts . .
Cited – National Westminster Bank Plc v Spectrum Plus Ltd; In re Spectrum Plus CA 26-May-2004
The court was asked whether a charge given over book debts in a debenture was floating or fixed.
Held: Since the charge asserted some control over receipt of the payments, it was a fixed charge. Upon payment into the account, title to the . .
Cited – National Westminster Bank plc v Spectrum Plus Limited and others HL 30-Jun-2005
Former HL decision in Siebe Gorman overruled
The company had become insolvent. The bank had a debenture and claimed that its charge over the book debts had become a fixed charge. The preferential creditors said that the charge was a floating charge and that they took priority.
Held: The . .

Lists of cited by and citing cases may be incomplete.

Banking, Company

Updated: 13 December 2021; Ref: scu.191955

VIS Trading Co Ltd v Nazarov and Others: QBD 8 Mar 2013

The company had made loans to a company controlled by the defendant, but now sought repayment from the defendant personally.
Held: The claim succeeded. The loans had been requested by the defendant and used by the defendant to pay his pesonal debts. The defendants evidence was evidently false in several requests. The issues were governed by Russian law as to which the court received expert evidence. Correspondence from the defendant plainly gave personal promises as to discharge of the debts.

Leggatt J
[2013] EWHC 491 (QB)
Bailii
England and Wales

Contract, Company

Updated: 13 December 2021; Ref: scu.471562

Marwaha and Others v Singh and Others: ChD 18 Feb 2013

The claimants sought injunctions and declaratory relief relating to: (a) a purported amendment to the constitution of the Guru Tegh Bahadur Gurdwara (‘the charity’); (b) the completion of a new list of members of the charity; and (c) for amendment of the scheme applicable to the charity so as to facilitate an election of a new executive committee for the charity.

Peling QC HHJ
[2013] EWHC B6 (Ch), [2013] PTSR D14
Bailii
England and Wales
Cited by:
Appeal from – Marwaha v Singh and Others CA 6-Nov-2013
. .

Lists of cited by and citing cases may be incomplete.

Charity, Company

Updated: 13 December 2021; Ref: scu.510168

Re Pantone 485 Ltd: ChD 2002

It is not a breach of duty if directors of an insolvent company act consistently with the interest of the creditors generally, but inconsistently with the interests of a particular creditor or section of creditors.

Field QC
[2002] 1 BCLC 266
England and Wales
Cited by:
Cited – The Secretary of State for Trade and Industry v Goldberg, Mcavoy ChD 26-Nov-2003
The Secretary of State sought a disqualification order. The director argued that one shoul not be made in the absence of some breach of legal duty, some dishonesty should be shown.
Held: The answer was a mixture of fact and law. A breach of . .

Lists of cited by and citing cases may be incomplete.

Company

Updated: 13 December 2021; Ref: scu.188618

Re: A Company (No. 005009 of 1987), ex parte Copp: ChD 1988

MC Bacon Ltd had borrowed money from a bank. The loan was unsecured. The company got into financial difficulty. The bank commissioned a report on the company’s financial affairs; and insisted on the grant of a debenture to secure the company’s borrowings. The report made various recommendations, which the company implemented. The company subsequently went into liquidation; and the liquidator alleged that the fact that the board of directors had acted on the bank’s recommendations, led to the conclusion that the bank had become a shadow director of the company, and was consequently liable for wrongful trading. The bank applied to strike out the claim on the ground that it was obviously unsustainable. Knox J refused the application and allowed the claim to go to trial. However, Knox J declined to give any reasons for his conclusion on the ground that to do so would embarrass the trial judge. It was contended that a debenture in Siebe Gorman form did not create a fixed charge and a declaration to that effect was sought. The bank relied upon Siebe Gorman and Re Brightlife Ltd. The judge concluded that the latter did not cast any doubt on the correctness of the former and rejected both grounds for distinguishing Siebe Gorman suggested by counsel for the liquidator. The contention was rejected: ‘It seems to me that the indications are to the contrary effect, because this is a type of transaction in respect of which judicial precedent is a particularly valuable guide to the commercial adviser. It is one of the main justifications for the doctrine of precedent that the adviser can, if he can rely on precedent, give reliable advice to his clients and it is trite law that is a particularly cogent consideration in regard to property transactions of one sort or another. The inference I draw from the very close correspondence between the phrases used in the Siebe Gorman case and those used in the document in the present case is that the parties intended to produce the same known result. I therefore see no strength in the first point of distinction between the two cases.’ and ‘Although . . . Siebe Gorman is a decision of a judge at first instance and is therefore technically not absolutely binding on me, the views which I have expressed about the value of precedents in this particular class of work make it clear that it would be quite wrong for me, even if I thought (as I do not) that there was some error or flaw in the reasoning in the Siebe Gorman case, to decline to follow it.’

Knox J
[1989] BCLC 13, (1988) 4 BCC 424
England and Wales
Citing:
Considered – Siebe Gorman and Co Ltd v Barclays Bank Ltd ChD 1979
It was possible to create a fixed charge over present and future book debts and on its true construction, the debenture granted to Barclays Bank Ltd in this case had done so. If the chargor of book debts, having collected the book debts, ‘[had] had . .
Considered – In re Brightlife Ltd ChD 1987
Parties contractual freedom to be respected
A clause in a debenture gave a charge which provided that the chargor should not: ‘deal with its book or other debts or securities for money otherwise than in the ordinary course of getting in and realising the same which expression shall not . .

Cited by:
Cited – National Westminster Bank Plc v Spectrum Plus Ltd and others ChD 15-Jan-2004
The company granted a debenture to the claimant purporting to secure its book debts. The company went into liquidation. The liquidator challenged the bank’s charge.
Held: Siebe was wrongly decided. The charge was ineffective over the book . .
Cited – National Westminster Bank plc v Spectrum Plus Limited and others HL 30-Jun-2005
Former HL decision in Siebe Gorman overruled
The company had become insolvent. The bank had a debenture and claimed that its charge over the book debts had become a fixed charge. The preferential creditors said that the charge was a floating charge and that they took priority.
Held: The . .
At trial – In re M C Bacon Ltd ChD 1990
A liquidator claimed that the costs of an unsuccessful attempt to set a floating charge aside should be paid out of the assets subject to the charge in priority to the claims of the charge holder.
Held: The rule was a complete statement of the . .
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: 13 December 2021; Ref: scu.191965

Rossi v Rossi: FD 26 Jun 2006

W sought to challenge transactions entered into by H anticipating ancillary relief proceedings on their divorce. Nicholas Mostyn QC J said: ‘While of course no rigid rule can be expressed for the infinite variety of facts that arise in ancillary relief cases, I would have thought, generally speaking, that it would be very difficult for a party to be allowed successfully to prosecute an ancillary relief claim initiated more than 6 years after the date of the petition for divorce, unless there was a very good reason for the delay’

Nicholas Mostyn QC J
[2006] EWHC 1482 (Fam), [2007] Fam Law 104, [2007] 1 FLR 790, [2006] 3 FCR 271
Bailii
Partnership Act 1890, Trusts of Land and Appointment of Trustees Act 1996, Matrimonial Causes Act 1973
England and Wales
Citing:
Cited – Lombardi v Lombardi CA 1973
In an ancillary relief application, it was legitimate for the court to reflect in its award the fact that assets had been accumulated since separation by one party alone. Cairns LJ stated: ‘Another way in which the judgment is criticised is that it . .
Cited – White v White HL 26-Oct-2000
The couple going through the divorce each had substantial farms and wished to continue farming. It had been a long marriage.
Held: Where a division of the assets of a family would satisfy the reasonable needs of either party on an ancillary . .
Cited – Miller v Miller; McFarlane v McFarlane HL 24-May-2006
Fairness on Division of Family Capital
The House faced the question of how to achieve fairness in the division of property following a divorce. In the one case there were substantial assets but a short marriage, and in the other a high income, but low capital.
Held: The 1973 Act . .
Cited – P v P (Inherited Property) FD 2005
The court considered an application for ancillary relief where one party had inherited a family farm.
Held: The nature and source of the parties’ property are matter to be taken into account when determining the requirements of fairness. . .
Cited – GW v RW (Financial Provision: Departure from Equality) FD 18-Mar-2003
An entitlement to an equal division must reflect not only the parties’ respective contributions ‘but also an accrual over time’, and it would be ‘fundamentally unfair’ that a party who has made domestic contributions during a marriage of 12 years . .
Cited – Cowan v Cowan CA 14-May-2001
When considering the division of matrimonial assets following a divorce, the court’s duty was, within the context of the rules set down by the Act, to impose a fair settlement according to the circumstances. Courts should be careful not to make . .
Cited – N v N (Financial Provision: Sale of Company) FD 2001
The nature of the family assets may be taken into account when considering how they are to be divided in ancillary relief proceedings on divorce, where these are businesses which will be crippled or lose much of their value, if disposed of . .

Cited by:
Cited – Vince v Wyatt CA 8-May-2013
The parties had divorced some twenty years previously, but apparently without ancillary relief orders, the parties at the time being relatively poor. H was now wealthy and W applied for lump sum provision. H replied that there was no no evidence . .

Lists of cited by and citing cases may be incomplete.

Company, Land, Family

Updated: 12 December 2021; Ref: scu.247600

Conservative and Unionist Central Office v Burrell (Inspector of Taxes): CA 10 Dec 1981

An unincorporated association is defined as ‘two or more persons bound together for one or more common purposes, not being business purposes, by mutual undertakings each having mutual duties and obligations, in an organisation which has rules which identify in whom control of it and its funds rests and on what terms and which can be joined or left at will.’

Lawton, Brightman, Fox LJJ
[1982] 1 WLR 522, [1981] EWCA Civ 2, [1982] 2 All ER 1
Bailii
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 – Boyle, Regina (On the Application of) v Haverhill Pub Watch and Others Admn 8-Oct-2009
The claimant had been banned from public houses under the Haverhill Pub Watch scheme. He now sought judicial review of a decision to extend his ban for a further two years. The Scheme argued that it was not a body amenable to judicial review, and . .

Lists of cited by and citing cases may be incomplete.

Company, Income Tax

Updated: 11 December 2021; Ref: scu.245258

Re Orwell’s Trust: ChD 1982

The term ‘firm’ may include a company: ‘Whilst the term ‘firm’ in its narrowest sense is apt to describe an unincorporated partnership it is in ordinary usage frequently applied as a description of a private company.’

Vinelott J
[1982] 1 WLR 1337, [1982] 3 All ER 177
England and Wales
Cited by:
Cited – Rogers, Re In the Estate of ChD 6-Apr-2006
The deceased appointed partners in a firm of solicitors to act as her executors. The firm merged into a limited liability partnership. The partners in the new firm appeal against refusal of the court to grant probate, the probate registrars having . .

Lists of cited by and citing cases may be incomplete.

Wills and Probate, Legal Professions, Company

Updated: 11 December 2021; Ref: scu.240152

Pitts and others v Jones: CA 6 Dec 2007

The defendant shareholder provisionally agreed for the sale of his shares without regard to a right of pre-emption in favour of the claimants. He then made an oral promise to indemnify the claimants against any losses should the purchaser fail to satisfy any liability arising. He now argued that there was no consideration and therefore no contract, and that any such promise was unenforceable under the 1677 Act as an oral guarantee.
Held: There had been consideration in the claimant’s acceptance of the proposal which had allowed other aspects to proceed. ‘Not every interest in the transaction would serve to take the promise out of the statute; there had to be more than a motive for offering the promise; there had to be a real interest in the subject matter of the contract. If the promisor had no real interest in the subject matter of the contract but only a motive for offering his promise, the promise would be a contract of guarantee.’ Here, the guarantee stood alone, and as such as unenforceable unless in writing.

Ward LJ, Smith LJ, Wilson LJ
[2007] EWCA Civ 1301, Times 19-Dec-2007
Bailii
Staute of Frauds 1677 4
England and Wales
Citing:
Cited – Sutton v Gray CA 28-Nov-1893
The plaintiff stockbrokers agreed with the defendant that he would introduce business to them which they would conduct on the stock exchange. If any profit were made it would be shared equally; if losses resulted, the defendant would be liable to . .
Cited – Guild and Co v Conrad CA 25-Jun-1894
A promise by the defendant in consideration of the plaintiff accepting certain bills of exchange, to indemnify him from liability to make payments in respect of such bills is not within s. 4 of the Statute of Frauds. The defendant orally promised . .
Cited – Harburg India Rubber Comb Co v Martin CA 1902
The defendant had been a member of a syndicate which owed money to the plaintiff. The plaintiff obtained judgment against the syndicate and tried (unsuccessfully) to execute a writ of fi fa. The defendant then gave an oral promise that, if the . .

Lists of cited by and citing cases may be incomplete.

Company, Contract

Updated: 10 December 2021; Ref: scu.261817

Belton v Bass: CA 1922

The mortgagees of shares in a brewery wanted to a director to be able later to acquire the shares. They could not grant an option. They sold the shares to the director, as mortgagees, and lent the purchase price, interest free. The director could require the mortgagees to buy back the shares at the original purchase price. The result was as if they had granted an option. The mortgagor sought to have the transactions set aside, arguing that: ‘ . . it is said that the mortgagee exercised his power of sale with an indirect motive, not with the view of realizing his security, but with the object of conferring a benefit upon the defendant Garrard by giving him an option masquerading as a sale.’
Held: Russell J said: ‘I am unable accordingly to inquire into the motives of the defendants Bass, or to hold that the sale is vitiated because they desired to confer a benefit on the purchaser by selling to him upon terms, which included a fair price.’

Russell J
[1922] 2 Ch 449
England and Wales
Citing:
Applied – Nash v Eads CA 1880
Sir George Jessel MR: ‘The mortgagee was not a trustee of the power of sale for the mortgagor, and if he was entitled to exercise the power, the Court could not look into his motives for so doing. If he had a right to sell on June 1, and he then . .

Cited by:
Cited – Meretz Investments Nv and Another v ACP Ltd and others ChD 30-Jan-2006
The applicant challenged the exercise of a power of sale under a mortgage, saying that the mortgagee’s purposes included purposes not those under the mortgage. The parties had been involved in an attempted development of a penthouse.
Held: The . .

Lists of cited by and citing cases may be incomplete.

Company

Updated: 10 December 2021; Ref: scu.241334

In re Yenidje Tobacco Co Ltd: CA 1916

A company had been set up by two tobacco manufacturers, Mr Rothman and Mr Weinberg. The relationship between them had broken down to the extent that the two shareholders were not on speaking terms and that no business which deserved the name of business in the affairs of the company could be carried on. Even though the company was prosperous and making large profits, an application was now made for the company to be wound up.
Held: The company was not in a state that could have been contemplated at the time when the company had been formed and it should be terminated as soon as possible. Lord Cozens-Hardy MR referred to the grounds for winding up a partnership set out in Lord Lindley’s textbook on Partnership as including ‘Refusal to meet on matters of business, continued quarrelling, and such a state of animosity as precludes all reasonable hope of reconciliation and friendly cooperation’.
It was not necessary to show gross misconduct as a partner but only that the court must be satisfied that it is impossible for the partners to place that confidence in each other which each has a right to expect and that such impossibility has not been caused by the person seeking to take advantage of it.

Lord Cozens-Hardy MR
[1916] 2 Ch 426, [1916-17] All ER 1050
England and Wales
Cited by:
Approved – Ebrahimi v Westbourne Galleries Ltd and Others (on Appeal from In Re Westbourne Galleries Ltd) HL 3-May-1972
Unfair Prejudice to Minority Shareholder
A company had operated effectively as a partnership between two and then three directors. No dividends had been paid, but the directors had received salaries. One director was removed and sought an order for the other to purchase his shares, or . .

Lists of cited by and citing cases may be incomplete.

Landlord and Tenant, Company

Updated: 10 December 2021; Ref: scu.182079

Mullins v Laughton and Others: ChD 19 Dec 2002

The claimant asserted that his partners had repudiated the partnership by their conduct toward him. He continued that he had accepted the repudiation, and that therefore the partnership was dissolved.
Held: The Hurst case had been on the basis that the effect of repudiation was not in issue, but Lord Millett had questioned (obiter) whether the doctrine of repudiation had a place in partnership law. It had been argued against this that this would make for uncertainty. The court found that uncertainty would occur in any event, and Lord Millett’s provisional view should prevail. Here, the behaviour of the partners would justify a dissolution under the section, but the court made a Syers order for the remaining partners to buy the claimant out.

Neuberger J
Times 27-Dec-2002
Partnership Act 1890 35
England and Wales
Citing:
Cited – Hurst v Bryk and others HL 30-Mar-2000
Where other partners committed a fundamental breach of their duties as partners, that did not release the innocent partner from existing obligations of the partnership, nor from the debts of the partnership on dissolution or even accruing after . .
Distinguished – Hitchman v Crouch Butler Savage Associates 1982
The court considered the principles applicable in construing a partnership agreement.
Harman J said: ‘The doctrine of repudiation and other contractual provisions applied to a partnership contract whether made by a deed or orally in the same . .
Cited – Syers v Syers HL 1876
The court has power to ascertain the value of a former partner’s interest without a sale if it can be done by valuation, and will do so where that interest is relatively small. . .

Lists of cited by and citing cases may be incomplete.

Company

Updated: 06 December 2021; Ref: scu.178603

Colin Gwyer and Associates Ltd and Another v London Wharf (Limehouse) Ltd and Others: ChD 13 Dec 2002

The company passed a resolution. The claimant asserted that it was void, having been passed without proper consideration by the directors.
Held: A company director had a duty to establish what were the proper interests of a company before passing a resolution. That duty was both in his fiduciary duty to the company as director, and also as a paramount duty to creditors. In the absence of such consideration, a resolution could be declared void (as here). If such consideration was given, a court would be slow to substitute its own judgement.

Kosmin QC
Times 24-Jan-2003
England and Wales

Company, Insolvency

Updated: 06 December 2021; Ref: scu.178776

Ciro Citterio Menswear plc (in Administration) and Others v Thakrar and Others: ChD 27 Feb 2002

A loan had been made by the company to a director. The money had been used to purchase property, and upon the company’s insolvency, the Administrator sought to trace the loan into the property.
Held: Unless there were special circumstances, a loan to a company director by the company was voidable only. Since it remained valid until avoided, no trusteeship arose in respect of the advance, and equitable remedies including tracing could not be used.

Anthony Mann, QC
Times 02-Apr-2002
Companies Act 1985 330 341
England and Wales

Company, Equity

Updated: 06 December 2021; Ref: scu.168113

Thakrar v Ciro Citterio Menswear Plc In Administration: ChD 1 Oct 2002

Disputes arose between shareholders in a family company. Proceedings which expressly excluded the company were settled, but the company became insolvent. A later settlement was refused approval by the judge without the creditors consent. The claimant now sought a declaration that the earlier compromise bound the company. The company argued that the agreement was conditional upon its approval, and was therefore not binding.
Held: Proceedings might be settled in many ways. A Tomlin order gives effect to a pre-existing agreement. It was not conditional. It was argued that the agreement was unenforceable as illegal, breaching prohibitions in the 1985 Act. Any difficulties were capable of being cured, and the agreement was not unlawful.

The Vice-Chancellor
[2002] EWHC 1975 (Ch)
Bailii
Insolvency Act 1986 11(3)(d), Companies Act 1985 143(1) 151(1) 459
England and Wales
Citing:
Cited – Binder v Alachouzos CA 1972
A contract recited that the parties had been advised by solicitors and counsel that the Moneylenders Acts did not apply to transactions which were the subject of legal proceedings between them, and went on to provide for a compromise.
Held: . .

Lists of cited by and citing cases may be incomplete.

Insolvency, Company

Updated: 06 December 2021; Ref: scu.177332

Kerr v John Mottram Ltd: ChD 1940

The court considered an application by a shareholder of a company to enforce an alleged contract for the sale of shares that he claimed were offered to him at a meeting of the company. The minutes of the company meeting did not support the plaintiff’s claim that the contract had been entered into by the shareholder. The plaintiff sought to rely on evidence that was inconsistent with the signed minutes of the meeting, but the Articles provided that the minutes of any meeting purporting to be signed by the chairman should be ‘conclusive evidence without any further proof of the facts therein stated’. The plaintiff argued that the evidence inconsistent with the minutes is admissible as the secretary may be wrong in his record of what occurred. The defendant argued the words ‘conclusive evidence’ in the Articles of Association mean the minutes were evidence which could not be rebutted and were conclusive between the parties bound by the minutes. The defendant argued that any inconsistent evidence was nadmissible.
Held: Simonds J stated: ‘Now, art. 114 which I have read represents the bargain between the shareholders as to what is to be, as between them, the value and effect of the minutes of the company as recorded in its minute book and signed by the chairman, and their bargain is that it is to ‘be conclusive evidence without any further proof of the facts therein stated.’ I have no doubt that the words ‘conclusive evidence’ mean what they say; that they are to be a bar to any evidence being tendered to show that the statements in the minutes are not correct.’ This was the ‘natural meaning’ of the words, and: ‘That is to say, the minutes are to be regarded as evidence which is not to be displaced and is conclusive as between the parties who are bound by them.’

Simonds J
[1940] 1 Ch 657
England and Wales
Cited by:
Cited – Lamont-Perkins v Royal Society for The Prevention of Cruelty To Animals (RSPCA) Admn 24-Apr-2012
The defendant had been convicted of animal cruelty. She appealed to the Crown Court, and now appealed against rulings made by the judge as to the time limits for a prosecution under the 2006 Act in the Magistrates Court. She said that the RSPCA . .

Lists of cited by and citing cases may be incomplete.

Contract, Company

Updated: 06 December 2021; Ref: scu.452905

Spencer Michael v The Official Receiver, Secretary of State for Business, Innovation and Skills: ChD 15 Jul 2010

Application pursuant to section 4(2) of the Human Rights Act 1998 for a declaration that Schedule 4A paragraph 5(2) of the Insolvency Act 1986 and section 11 of the Company Directors Disqualification Act 1986 are incompatible with Article 6 of the European Convention on Human Rights.

Mr Justice Arnold
[2010] EWHC 2246 (Ch)
Bailii
Human Rights Act 1998, European Convention on Human Rights 6, Insolvency Act 1986, Company Directors Disqualification Act 1986 11
England and Wales

Human Rights, Company, Insolvency

Updated: 06 December 2021; Ref: scu.460455

HM Revenue and Customs v The Football League Ltd and Another: Chd 25 May 2012

These proceedings concern the so called ‘football creditor rule’ operated by The Football League Limited (the FL). Its purpose and effect is to ensure that in the event of a member club becoming insolvent particular classes of creditors, such as other clubs in the FL, the club’s players, managers and other employees and the FL itself, are paid in full in priority to any other creditors. These preferred creditors are called ‘football creditors’ by the FL. It means, the FL acknowledges in its evidence, that football creditors will be paid in full before, for example, the St John Ambulance which provides first aid at many clubs’ grounds during matches.
Whether the provisions which together accord this priority are void and of no effect on the grounds that they are contrary to insolvency law.

Mr Justice David Richards
[2012] EWHC 1372 (Ch), [2012] Bus LR 1539, [2012] WLR(D) 163
Bailii, WLRD
England and Wales

Company, Insolvency

Updated: 06 December 2021; Ref: scu.459888

Almer Beheer And Daedalus Holding v Van den Dungen Vastgoed BV and Oosterhout II BVBA: ECJ 19 Jun 2014

ECJ (Advocate General’s Opinion) Company law – Directive 2003/71/EC – Obligation to publish a prospectus when securities are offered for sale to the public – Scope of application – Court-enforced sale and transfer of securities – Total consideration of the offer

Sharpston AG
C-441/12, [2014] EUECJ C-441/12 – O, [2014] EUECJ C-441/12
Bailii, Bailii
European

Company

Updated: 05 December 2021; Ref: scu.527230

Hamilton and others v Allied Domecq Plc (Scotland): HL 11 Jul 2007

The pursuers had been shareholders in a company which sold spring water. The defenders took shares in the company in return for promises as to the promotion and distribution of the bottled water. The pursuers said that they had failed to promote it in the way promised. The company failed. At first instance the judge found for the pursuers, but the defenders succeeded on reclamation.
Held: The pursuers had not done enough to show the misrepresentation alleged, and the claim failed. A critical finding of fact had been made which was unsupported by the evidence.

Lord Hoffmann, Lord Scott of Foscote, Lord Rodger of Earlsferry, Lord Walker of Gestingthorpe, Lord Neuberger of Abbotsbury
[2007] UKHL 33, 2007 SC (HL) 142
Bailii
Scotland
Citing:
Appeal From – John Stewart Hamilton and others v Allied Domecq Plc OHCS 1-Aug-2003
. .
Cited – Peek v Gurney HL 31-Jul-1873
A prospectus for an intended company was issued by promoters who were aware of the disastrous liabilities of the business of Overend and Gurney which the company was to purchase. The prospectus made no mention of a deed of arrangement under which . .
Cited – Banque Keyser Ullmann SA v Skandia (UK) Insurance Co Ltd CA 1990
A loan was to be made. An agent of the borrower came to know of the fraudulent nature of the loan, but said nothing.
Held: A failure to disclose a known fraud may itself amount to a misrepresentation, but nondisclosure (whether dishonest or . .
Cited – Payabi and Another v Armstel Shipping Corporation and Another QBD 1-Apr-1992
A party had been wrongly added in breach of limitation under Hague Convention. There should have been no relation back. Hobhouse J considered the effect of the 1980 Act: ‘But it is clear that Ord. 20, r. 5 must now be read with the [1980] Act and is . .
Cited – Adelson and Another v Associated Newspapers Ltd CA 9-Jul-2007
The claimant sought to add the name of a further claimant. The defendant objected, saying that it was after the expiry of the limitation period.
Held: The claimant was seeking to use the rules for substitution of parties to add a party. In . .
Cited – Watt (or Thomas) v Thomas HL 1947
When Scots Appellate Court may set decision aside
The House considered when it was appropriate for an appellate court in Scotland to set aside the judgment at first instance.
Lord Thankerton said: ‘(1) Where a question of fact has been tried by a judge without a jury, and there is no question . .

Cited by:
Cited – McGraddie v McGraddie and Another (Scotland) SC 31-Jul-2013
The parties were father and son, living at first in the US. On the son’s wife becoming seriously ill, the son returned to Scotland. The father advanced a substantal sum for the purchase of a property to live in, but the son put the properties in his . .

Lists of cited by and citing cases may be incomplete.

Company, Torts – Other, Litigation Practice

Updated: 05 December 2021; Ref: scu.254549

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 assistance in the acquisition of its shares. The claimant company appealed a striking out if its claims on the basis that the agreement pay andpound;6.5m under the assignment was not a liability incurred ‘for the purpose of’ the acquisition of MTR’s shares.
Held: The Chaston case could properly be distinguished. Any financial assistance which might have taken place, took place after the relevant date.

Lord Justice Mummery Lord Justice May The President
[2003] EWCA Civ 494, [2003] 2 BCLC 117, [2003] BCC 415
Bailii
Companies Act 1985 151 152
England and Wales
Citing:
Cited – Re VGM Holdings Limited CA 1942
In response to notorious scandals and great dissatisfaction caused by the speculative activities of asset strippers after the First World War, Parliament had decided to criminalise the giving of financial assistance by a company for the purpose of . .
Distinguished – 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: . .
Cited – Charterhouse Investment Trust Ltd v Tempest Diesels Ltd ChD 1986
When looking at transactions challenged under the Act, the court must look to the ‘commercial realities’ of what had taken place. ‘There is no definition of giving financial assistance in the Section although some examples are given. The words have . .

Lists of cited by and citing cases may be incomplete.

Company

Updated: 05 December 2021; Ref: scu.180707

Peek v Gurney: HL 31 Jul 1873

A prospectus for an intended company was issued by promoters who were aware of the disastrous liabilities of the business of Overend and Gurney which the company was to purchase. The prospectus made no mention of a deed of arrangement under which those liabilities were, in effect, to be transferred to the company. The appellant bought shares in the company and, when it was wound up, he was declared liable as a contributory and had to pay almost pounds 100,000. He sought an indemnity against the directors, alleging misrepresentation and concealment of facts by the directors in the prospectus.
Held: The action failed because he had not in fact relied on the prospectus but had purchased the shares in the market.
Lord Cairns expressed his agreement with the observations of Lord Chelmsford and Lord Colonsay that mere silence could not be a sufficient foundation for the proceedings: ‘Mere non-disclosure of material facts, however morally censurable, however that non-disclosure might be a ground in a proper proceeding at a proper time for setting aside an allotment or a purchase of share, would in my opinion form no ground for an action in the nature of an action for misrepresentation. There must, in my opinion, be some active misstatement of fact, or, at all events, such a partial and fragmentary statement of fact, as that the withholding of that which is not stated makes that which is stated absolutely false.’

Lord Cairns
(1873) LR 6 HL 377, [1873] UKLawRpHL 19
Commonlii
England and Wales
Cited by:
Cited – Hamilton and others v Allied Domecq Plc (Scotland) HL 11-Jul-2007
The pursuers had been shareholders in a company which sold spring water. The defenders took shares in the company in return for promises as to the promotion and distribution of the bottled water. The pursuers said that they had failed to promote it . .
Cited – Cheltenham Borough Council v Laird QBD 15-Jun-2009
The council sought damages saying that their former chief executive had not disclosed her history of depressive illness when applying for her job.
Held: The replies were not dishonest as the form could have been misconstrued. The claim failed. . .

Lists of cited by and citing cases may be incomplete.

Company

Updated: 05 December 2021; Ref: scu.254561

(Unnamed) Service On Overseas Company: CA 24 Mar 1993

Service on an overseas company must accord with RSC 10(1)(7) and 65(3)(1) and Companies Act 1985 s695. Where an overseas company had an office in the UK, the writ had to be served within the UK, but not on the company at its offices, but rather on the person nominated to the registrar of companies to receive such service.

Gazette 24-Mar-1993
Companies Act 1985 695
England and Wales

Litigation Practice, Company

Updated: 04 December 2021; Ref: scu.77562

Commission of The European Communities v Grand Duchy Of Luxemburg: ECJ 9 Oct 2008

ECJ (Judgment Of The Court (Sixth Chamber)) Failure of a Member State to fulfil obligations – Directive 2003/72/EC – Statute for a European Cooperative Society – Involvement of employees in the decision-making of the society – Failure to transpose within the prescribed period

C-70/08, [2008] EUECJ C-70/08, [2008] EUECJ C-70/08
Bailii, Bailii
Directive 2003/72/EC

European, Company

Updated: 04 December 2021; Ref: scu.526326

The Registrar of Companies v Swarbrick and Others (Administrators of Gardenprime Ltd): ChD 13 May 2014

The registrar challenged an order regarding the administration of a company by the respondents, after a dispute had arisen as to whether dissemination of the contents of the Proposals by making them publicly accessible placed the Company in breach of a contractual obligation to keep confidential certain information

Richard Spearman QC
[2014] EWHC 1466 (Ch), [2014] WLR(D) 203
Bailii
England and Wales

Company

Updated: 03 December 2021; Ref: scu.525500

Hurndell v Hozier and Another: CA 12 Feb 2009

A company sought a public listing, but too many shares were held in private hands. Shares were to be transferred by the claimant, but he now denied having signed any transfer. He now appealed against rejection of his claim saying that the judge had delayed substantially in his judgment and that the judgment contained several errors.

[2009] EWCA Civ 67
Bailii
England and Wales
Citing:
Appeal from – Hurndell v Hozier and Another ChD 19-Mar-2008
. .

Cited by:
See Also – Hurndell v Hurndell and Others ChD 17-Dec-2010
. .
See Also – Hurndell v Hozier and Others ChD 18-Feb-2011
. .

Lists of cited by and citing cases may be incomplete.

Company

Updated: 03 December 2021; Ref: scu.282615