Category: Company

The Insight Group Ltd and Another v Kingston Smith (A Firm): QBD 18 Dec 2012

If a claim is mistakenly brought against an LLP which should have been brought against the former partnership, and before the error is recognised the limitation period for starting a new action has expired, can the error be corrected by substituting the former partnership for the LLP as the defendant to the claim? That is the principal question raised by this appeal.

Judges:

Leggatt J

Citations:

[2012] EWHC 3644 (QB), [2013] 3 All ER 518, [2013] 1 CLC 90, [2014] 1 WLR 1448, [2013] PNLR 13

Links:

Bailii

Statutes:

Limited Liability Partnerships Act 2000

Jurisdiction:

England and Wales

Limitation, Litigation Practice, Company, Legal Professions

Updated: 22 November 2022; Ref: scu.467167

City Index Ltd and others v Gawler and others; Charter plc v City Index Ltd: CA 21 Dec 2007

A senior employee of Charter had fraudulently spent substantial sums with City Index. City Index had paid out on a claim of knowing receipt, and sought contributions from directors of Charter and their auditors, saying that they had known of the fraud and done nothing. They now appealed summary dismissal of the claim.
Held: The appeal succeeded. They had an arguable case against the defendants. The liability of the defendants lay not solely in the receipt of money paid in trust, but also on retaining it or paying it on in unconscionable circumstances.

Judges:

Carnwath LJ

Citations:

[2007] EWCA Civ 1382, Times 08-Jan-2008, [2008] PNLR 16, [2007] 2 CLC 968, [2008] WTLR 1773, [2008] 2 All ER (Comm) 425, [2008] 3 All ER 126, [2008] Ch 313, [2008] 2 WLR 950

Links:

Bailii

Statutes:

Civil Liability (Contribution) Act 1978

Jurisdiction:

England and Wales

Citing:

Appeal from – Charter Plc and Another v City Index Ltd and others ChD 12-Oct-2006
An employee of the claimant had fraudulently spent several million pounds of the claimant’s money on personal bets through the defendant company. The claimant said that the defendants knew the origin of the funds and were liable to repay them. . .
Cited – Friends’ Provident Life Office v Hillier, Parker May and Rowden CA 1997
Friends Provident had participated in a development project on terms which required it to pay its share of the development costs as it proceeded. It employed Hillier Parker, a firm of surveyors, to check demands made from time to time for payment of . .
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 . .
Cited – Royal Brompton Hospital National Health Service Trust v Hammond and others HL 25-Apr-2002
The claimants sought damages against the defendants for their late delivery of a building. The contractors sought to share the damages with the architects who had certified the delays, defeating their own claims.
Held: The Act sought to extend . .
Lists of cited by and citing cases may be incomplete.

Torts – Other, Company

Updated: 22 November 2022; Ref: scu.263403

Secretary of State for Trade and Industry v Eastaway; Re Blackspur Group (No 3), Secretary of State for Trade and Industry v Davies and Others (No 2): CA 13 Sep 2001

Citations:

[2001] EWCA Civ 1595, [2003] 2 BCLC 263

Links:

Bailii

Statutes:

Company Directors Disqualificatin Act 1985

Jurisdiction:

England and Wales

Citing:

See Also – Regina v Secretary of State for Trade and Industry, Ex Parte Eastaway HL 8-Nov-2000
Where the Court of Appeal had refused permission to apply for judicial review after a similar refusal by a judge, that decision was also, by implication, a refusal to grant permission to appeal against the judge’s decision, and there was no scope . .
See Also – Secretary of State for Trade and Industry v Eastaway CA 6-Apr-2001
. .
See Also – In Re Blackspur Group Plc; Secretary of State v Eastaway ChD 21-Jun-2001
The director was amongst a group against whom a director disqualification order was sought. He offered an undertaking, but the Secretary of State refused to accept this unless it was accompanied by a statement as to the factual basis on which it was . .

Cited by:

See Also – Eastaway v The United Kingdom ECHR 20-Jul-2004
The applicant had been proceeded against after the collapse of companies in which he was involved with very substantial debts. The proceedings had begun in July 1990, and lasted nearly nine years.
Held: Where proceedings could be expected to . .
Cited – The Secretary of State for Trade and Industry v Jonkler and Another ChD 10-Feb-2006
The applicant had given an undertaking to the court to secure discontinuance of company director disqualification procedings. He now sought a variation of the undertaking.
Held: The claimant had given an undertaking, but in the light of new . .
See Also – Eastaway v Secretary of State for Trade and Industry and similar ChD 2-Mar-2006
. .
See Also – 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: 22 November 2022; Ref: scu.201357

In re Fry: ChD 1946

A settlor executed a transfer of shares but failed to obtain the consent of the Treasury under the Regulations. The transferees argued that the testator had executed documents which were appropriate to the subject matter of the gift, namely the share transfers, that those documents being under seal were irrevocable and that the settlor had done everything he could that was necessary for him to do to divest himself of the legal and equitable interest in the shares in favour of the transferees. Further they argued that even if the donor had failed to succeed in his purpose, so far as the legal title was concerned, he must be regarded as having passed his equitable interest in the shares.
Held: The gift was incomplete, and there is no equity to perfect an imperfect gift. ‘The testator had not done everything that was required to be done by him at the time of his death. He had not obtained permission from the Treasury. The Treasury might have required further information or answers supplemental to those which he had given in reply to it; and he might have refused to concern himself with the matter further, in which case I do not know how anyone could have compelled him to do so. At the time of the testator’s death a complete equitable assignment had been effected. The interest in the shares so acquired by the assignees would indubitably be an ‘interest in securities’ within the meaning of reg. 3A and inasmuch as they are prohibited from acquiring such an interest except with permission granted by the Treasury, this court cannot recognise a claim to such an interest where the consent of the Treasury was never given to its acquisition. The assignment and acceptance of the interest would both be equally incapable of recognition in the absence of Treasury sanction, and that sanction was never in fact obtained; it might indeed (although the probabilities are certainly otherwise) never have been forthcoming at all.’

Judges:

Romer J

Citations:

[1946] Ch 312, [1946] 2 All ER 105

Statutes:

The Defence (Finance) Regulations 1939

Jurisdiction:

England and Wales

Cited by:

Cited – Pennington and Another v Waine, Crampton and others CA 4-Mar-2002
The deceased had made a gift of shares. She had executed a transfer, and acting upon the promise, the donee had agreed to become a director which he could only do if he also became a shareholder. The transfer was delivered to the deceased’s agent, . .
Distinguished – Goel v Pick ChD 12-Apr-2006
The bankrupt had been entitled to a valuable vehicle registration mark ‘AMR 1T’. He sold it to a creditor, the claimant to clear that debt. The trustee now said that the purported assignment was ineffective.
Held: ‘VRMs are assigned to . .
Lists of cited by and citing cases may be incomplete.

Equity, Company

Updated: 20 November 2022; Ref: scu.183419

Dovey and The Metropolitan Bank (of England and Wales), Limited v Cory: HL 1901

In fulfilling this personal fiduciary responsibility, a director is entitled to rely upon the judgment, information and advice of a fellow director whose integrity skill and competence he has no reason to suspect.
Earl of Halsbury LC said ‘The business of life could not go on if people could not trust those who are put in a position of trust for the express purpose of attending to details of management.’ However, in some circumstances, it is ‘the duty of the general manager and (possibly) of the chairman to go carefully through the returns from the branches, and to bring before the board any matter requiring their consideration’
No moral blame was attributed to the respondent Mr Cory. Lord Davey said: I think the respondent was bound to give his attention to and exercise his judgment as a man of business on the matters which were brought before the board at the meetings which he attended . . But I think he was entitled to rely upon the judgment, information, and advice of the chairman and general manager, as to whose integrity, skill and competence he had no reason for suspicion. I agree with what was said by Sir George Jessel in Hallmark’s Case, and by Chitty J. in In re Denham and Co., that directors are not bound to examine the entries in the company’s books.

Judges:

Earl of Halsbury LC, Lord Davey

Citations:

[1901] AC 477

Jurisdiction:

England and Wales

Cited by:

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

Company

Updated: 20 November 2022; Ref: scu.467097

Great Eastern Railway Company v Lord’s Trustee: HL 1909

The House was asked whether the appellant railway company had delivered the goods unconditionally to the goods owner so as to lose its lien for the price of coal carriage, or was there an agreement conferring ‘a right in equity to any personal chattels or to any charge or security thereon’ under the 1878 Act.
Held: (Majority) It had not done so. The lien which it exercised, therefore, was based upon its actual possession as carrier of the goods, which was not destroyed by its contractual arrangements with the receiver or by delivery up of the goods. A lien is a mere personal right of detention and therefore requires actual possession.
The word ‘charge’ does not in its ordinary and accepted legal sense embrace a legal possessory lien even, so it would seem, if the contract gives the right of sale.

Citations:

[1909] AC 109

Statutes:

Bills of Sale Act 1878

Jurisdiction:

England and Wales

Cited by:

Cited – Trident International Limited v Barlow; Hughes and Goodman (the Joint Administrators of Hamley Plc and Jeffrey (Rogers) Imports Limited CA 30-Jul-1999
A contractual possessory lien, coupled with a right to sell and use the proceeds to discharge the customer’s outstanding indebtedness was not a floating charge because the company did not purport to have any right to exercise any right to take . .
Lists of cited by and citing cases may be incomplete.

Company, Contract, Agency

Updated: 19 November 2022; Ref: scu.414895

Laminates Acquisition Co v BTR Australia Ltd: ComC 31 Oct 2003

The claimant sought damages for breach of a company share sale agreement. The seller had given a warranty that it was not involved in any undisclosed litigation. An anti-trust investigation had been begun in the US.
Held: In this case the seller could not demonstrate that it had complied with its own obligations under the warranties, and was therefore precluded from itself relying upon other provisions within the contract.

Citations:

[2003] EWHC 2540 (Comm)

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

Mentioned – A/S Rendal v Arcos Ltd HL 1937
. .
Cited – Mannai Investment Co Ltd v Eagle Star Assurance HL 21-May-1997
Minor Irregularity in Break Notice Not Fatal
Leases contained clauses allowing the tenant to break the lease by serving not less than six months notice to expire on the third anniversary of the commencement date of the term of the lease. The tenant gave notice to determine the leases on 12th . .
Cited – Senate Electrical Wholesalers Ltd v Alcatel Submarine Networks Ltd (Formerly STC Submarine Systems Ltd) CA 22-Jun-1998
Where damages were to be awarded for breach of warranty on sale of goodwill, an assessment according to a price earnings ratio was appropriate only if used in the contract or agreed as appropriate by the experts. In the context of a notice clause in . .
Mentioned – Odebrecht Oil and Gas Services Ltd v North Sea Production Co Ltd ChD 10-May-1999
. .

Cited by:

Cited – Forrest and others v Glasser and Another CA 31-Jul-2006
The claimants appealed a preliminary decision against them as to whether they had correctly served a sufficient notice of their intention to make a claim in a commercial investment syndicate agreement.
Held: The claimants’ solicitor had . .
Lists of cited by and citing cases may be incomplete.

Company, Contract

Updated: 19 November 2022; Ref: scu.187335

Clark v Cutland: CA 18 Jun 2003

One director discovered that his co-director had withdrawn substantial sums from the company.

Judges:

Schiemann LJ, Potter Lj, Arden LJ

Citations:

[2003] EWCA Civ 810, [2004] 1 WLR 783, [2004] 1 WLR 783, [2004] BCC 27, [2003] OPLR 343, [2004] WTLR 629, [2003] WTLR 1413, [2003] Pens LR 179, [2003] 4 All ER 733, [2003] 2 BCLC 393

Links:

Bailii

Statutes:

Companies Act 1985 459

Jurisdiction:

England and Wales

Citing:

Cited – Anderson v Hogg IHCS 14-Dec-2001
The appellant sought an order under the section for repayment to the company of sums paid to a director by way of extra redundancy payments. He said the payments were improper. His application had been refused, in part because he had not chosen the . .
Cited – Allan v Rea Brothers Trustees Limited CA 8-Feb-2002
The claimant appealed dismissal of his claim for damages for breach of trust. The respondent had administered his pension, a ‘small self-administered scheme’. The regulations required a pensioner trustee who took on specific duties. He had been . .
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 . .
Cited – Agip (Africa) Ltd v Jackson ChD 1990
The reference to ‘any wrongful act or omission’ in section 10 is not limited to torts or even to wrongs which were actionable at common law. ‘In paying or collecting money for a customer the bank acts only as his agent. It is otherwise, however, if . .
Cited – Foskett v McKeown and Others HL 18-May-2000
A property developer using monies which he held on trust to carry out a development instead had mixed those monies with his own in his bank account, and subsequently used those mixed monies to pay premiums on a life assurance policy on his own life, . .
Cited – Re Hailey Group Ltd; In re a Company No 008126 of 1989 1992
The petitioner was a minority shareholder. He claimed an order that the majority shareholders sell their shares to him. An administrative receiver was then appointed. The claim changed to an order that an order that the majority shareholders buy his . .
Cited – Lowe v Fahey 1996
Where there has been material misconduct, even in the shape of a single act, the primary remedy is under section 459, not by a shareholder’s derivative action. . .

Cited by:

Cited – Bryce Ashworth v Newnote Ltd CA 27-Jul-2007
The appellant challenged a refusal to set aside a statutory demand, in respect of his director’s loan account with the respondent company, saying the court should have accepted other accounts to set off against that debt.
Held: A statutory . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 19 November 2022; Ref: scu.184065

Ross Harper and Murphy and others v Scott Banks: IHCS 24 May 2000

Justinian’s rule that one partner accepted the negligence of another is not part of Scottish law, and a partner did owe a duty of care in his dealings for the partnership, and could be liable in negligence. Nevertheless, acts which may be negligent as against an outsider, might not be negligent as against a partner, since the tests of negligence differed.

Judges:

Lord Hamilton

Citations:

Times 30-May-2000, [2000] ScotCS 131

Links:

Bailii

Jurisdiction:

Scotland

Citing:

Appeal from – Ross Harper and Murphy and others v Scott Banks OHCS 11-May-2000
. .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 19 November 2022; Ref: scu.170386

Lion Nathan Limited and others v C C Bottlers Limited and others: PC 14 May 1996

(New Zealand) A company was sold with a warranty that the sales figures would meet projected earnings. The purchaser successfully complained after the event that the figures were false and misleading. They appealed an order increasing the damages on the basis that the earnings figures had been manipulated. The order stood. The proper measure of damages was at the level of what properly calculated projected earnings would have been. The figures might be averaged for other factors, but otherwise stood. There is no connection between the range of foreseeable deviation in a given forecast and the question of whether the forecast was properly prepared. Whether a forecast was negligent or not depends upon whether reasonable care was taken in preparing it. It is impossible to say in the abstract that a forecast of a given figure ‘would not have been negligent.’

Judges:

Lord Goff of Chieveley, Lord Jauncey of Tullichettle, Lord Hoffmann, Sir John May, Sir Ralph Gibson

Citations:

Times 16-May-1996, Gazette 26-Jun-1996, [1996] UKPC 9, [1996] 1 WLR 1438

Links:

Bailii

Cited by:

Distinguished – Senate Electrical Wholesalers Ltd v Alcatel Submarine Networks Ltd (Formerly STC Submarine Systems Ltd) CA 22-Jun-1998
Where damages were to be awarded for breach of warranty on sale of goodwill, an assessment according to a price earnings ratio was appropriate only if used in the contract or agreed as appropriate by the experts. In the context of a notice clause in . .
Cited – Goldstein v Levy Gee ( A Firm) ChD 1-Jul-2003
There had been a dispute between shareholders, and the defendant was called upon to value the company. He issued a tender for valuers to value the properties. Complaint was made that the tender was negligent in its description of the basis for . .
Cited – Curry’s Group Plc v Martin QBD 13-Oct-1999
The valuer valued a lease for a rent review clause, after advice, on the basis that the rent stated was to be a headline rent. The claim was dismissed because a valuer acting in such a situation was not substantially different from one undertaking a . .
Lists of cited by and citing cases may be incomplete.

Damages, Contract, Company, Commonwealth

Updated: 19 November 2022; Ref: scu.159165

Senate Electrical Wholesalers Ltd v Alcatel Submarine Networks Ltd (Formerly STC Submarine Systems Ltd): CA 20 Dec 1996

Judges:

Lord Justice Stuart-Smith Lord Justice Ward And Lord Justice Hutchison

Citations:

[1996] EWCA Civ 1286

Jurisdiction:

England and Wales

Citing:

Cited – Thomas Witter v TBP Industries Ltd ChD 15-Jul-1994
An award of damages for misrepresentation required that there had at some time been a right of rescission, not necessarily a continuing right to rescind.
An acknowledgement of non-reliance clause has become a common part of modern commercial . .

Cited by:

See also – Senate Electrical Wholesalers Ltd v Alcatel Submarine Networks Ltd (Formerly STC Submarine Systems Ltd) CA 22-Jun-1998
Where damages were to be awarded for breach of warranty on sale of goodwill, an assessment according to a price earnings ratio was appropriate only if used in the contract or agreed as appropriate by the experts. In the context of a notice clause in . .
Cited – Zabihi v Janzemini and Others CA 30-Jul-2009
The claimant said that he had left valuable jewelry with the defendant for sale. The defendant said at first they had been stolen, but then returned jewelry which the claimant denied was what had been left. The defendant appealed a finding that he . .
Lists of cited by and citing cases may be incomplete.

Contract, Company

Updated: 19 November 2022; Ref: scu.141154

Giles v Rhind: CA 17 Oct 2002

An action by a company under a shareholder’s agreement was compromised. The other shareholder now sought to commence an action against the party in breach for his personal losses. The defendant argued that the company’s compromise was binding also against the other shareholder.
Held: The company had become obliged to compromise the claim by the defendant’s own actions, and therefore the co-shareholder should not be prevented form pursuing his own action. ‘Permission to amend should be refused if the claim, as amended, would fail to disclose a viable cause of action either because it is statute-barred or because the ingredients required for the relevant cause of action are not made out.’

Judges:

Lords Justice Waller, Chadwick and Keene

Citations:

Times 23-Oct-2002, Gazette 14-Nov-2002, Gazette 14-Nov-2002, [2002] EWCA Civ 1428, [2003] Ch 618, [2003] Ch 618, [2002] 4 All ER 977, [2003] 2 WLR 237, [2003] 1 BCLC 1

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

Cited – Johnson v Gore Wood and Co HL 14-Dec-2000
Shareholder May Sue for Additional Personal Losses
A company brought a claim of negligence against its solicitors, and, after that claim was settled, the company’s owner brought a separate claim in respect of the same subject-matter.
Held: It need not be an abuse of the court for a shareholder . .
Appeal from – Giles v Rhind ChD 24-Jul-2001
The company had suffered losses after an alleged breach of confidence by a director. The applicant sought to recover his losses as a shareholder, after the company became unable or unwilling itself to pursue an action to recover the losses it had . .

Cited by:

Cited – Collins Stewart Ltd and Another v The Financial Times Ltd QBD 20-Oct-2004
The claimants sought damages for defamation. The claimed that the article had caused very substantial losses (andpound;230 million) to them by affecting their market capitalisation value. The defendant sought to strike out that part of the claim. . .
Cited – Roberts v Gill and Co and Another CA 15-Jul-2008
The claimant sought damages in negligence against solicitors who had advised the executors in an estate of which he was a beneficiary. He now sought to amend his claim to make a claim in his personal and in derivative capacities. Sums had been paid . .
See Also – Giles v Rhind and Another ChD 28-Mar-2007
Application for permission to amend the particulars of claim in proceedings brought to set aside a transaction under section 423 of the Insolvency Act 1986 or to declare it a sham. . .
See Also – Giles v Rhind CA 28-Feb-2008
. .
Cited – Webster v Sandersons Solicitors (A Firm) CA 31-Jul-2009
The claimant apealed against refusal of permission to amend his claim for negligence against his former solicitors by adding claims from 1993 and 1994 . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 18 November 2022; Ref: scu.178145

Duckwari Plc v Offerventure Ltd and Another: In Re Duckwari Plc (no 2): CA 8 May 1998

A company director entering into an unapproved contract with his own company was liable to the company for the loss as at the time that loss was realised, not at the time of the breach. Where directors had entered into contracts with their company in contravention of the Act, the damages were to be assessed at the date necessary to make sure that shareholders were properly compensated. The transactions to which section 320 applies are not limited to arrangements purporting to have contractual effect, and included understandings having no contractual effect. Nourse LJ said that the application of section 727 should not be restricted unless it is necessary to do so.

Judges:

Nourse, Pill, Thorpe LJJ

Citations:

Gazette 20-May-1998, Times 18-May-1998, Gazette 03-Jun-1998, [1998] EWCA Civ 803, [1999] Ch 253, [1998] 2 BCLC 315

Statutes:

Companies Act 1985 320 322(3) 727

Jurisdiction:

England and Wales

Citing:

Appeal from – In Re Duckwari Plc ChD 23-Jul-1996
The company had purchased property, but it suffered a fall in value.
Held: The fall was irrecoverable despite the fact that it had been purchased from a director, because it had been made at full value. . .
See also – Duckwari Plc v Offerventure Ltd and Brian Stanley Cooper; In Re Duckwari Plc (No 2) CA 19-Nov-1998
The company made a claim to recover the borrowing costs incurred to buy property in breach of s320 (no shareholder approval). The acquisition of the property had been unprofitable, and the company was held to be entitled to recover from the . .

Cited by:

Appealed to – In Re Duckwari Plc ChD 23-Jul-1996
The company had purchased property, but it suffered a fall in value.
Held: The fall was irrecoverable despite the fact that it had been purchased from a director, because it had been made at full value. . .
Cited – Murray v Leisureplay Plc QBD 5-Aug-2004
The claimant sought payment of three years’ salary after termination of his service contract. He said that an agreement had been made by the company to purchase a ‘financial institution’, which would trigger the additional payments. The defendants . .
See also – Duckwari Plc v Offerventure Ltd and Brian Stanley Cooper; In Re Duckwari Plc (No 2) CA 19-Nov-1998
The company made a claim to recover the borrowing costs incurred to buy property in breach of s320 (no shareholder approval). The acquisition of the property had been unprofitable, and the company was held to be entitled to recover from 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, Contract

Updated: 18 November 2022; Ref: scu.144281

Oxnard Financing SA v Rahn and Others: CA 1 Apr 1998

Where defendants were members of a partnership in Swiss law capable of being sued in firm name, an English plaintiff may sue in firm or member names as he chose, and even though had no business operation within the jurisdiction.

Judges:

Mummery LJ

Citations:

Times 22-Apr-1998, Gazette 13-May-1998, [1998] 3 All ER 19, [1998] EWCA Civ 594, [1998] WLR 1465

Links:

Bailii

Jurisdiction:

England and Wales

Jurisdiction, Company

Updated: 18 November 2022; Ref: scu.144072

Azevedo and Another v Imcopa Importacao, Exportacao E Industria De Oleos Ltd and Others: CA 22 Apr 2013

The appellants contended that it is not lawful under English law for a company to undertake a process which they characterise as buying the votes of the holders of notes or other securities issued by the company. To put the point more formally, the issue is whether English law permits a company to solicit and procure votes in support of a financial restructuring proposal by offering and making cash payments to those members of the relevant class who vote in favour of the proposal but excluding from the payment those who vote against it or do not vote on the resolution at all. The process is referred to as consent solicitation, and the payments as consent payments.

Judges:

Lloyd, Aikens, Beatson LJJ

Citations:

[2013] EWCA Civ 364

Links:

Bailii

Jurisdiction:

England and Wales

Company

Updated: 17 November 2022; Ref: scu.472866

Re a Company (No 007623 of 1986): 1986

A petition sought relief for prejudicial conduct of the company by majority shareholders, where further shares had been issued and the petitioner had been unable to purchase them.
Held: The petition was dismissed. Hoffmann J said: ‘Nevertheless, I do not think that the bona fides of the decision or the fact that the petitioner was offered shares on the same terms as other shareholders necessarily means that the rights issue could not have been unfairly prejudicial to his interests. If the majority know that the petitioner does not have the money to take up his rights and the offer is made at par when the shares are plainly worth a great deal more than par as part of a majority holding (but very little as a minority holding), it seems to me arguable that carrying through the transaction in that form could, viewed objectively, constitute unfairly prejudicial conduct.’

Judges:

Hoffmann J

Citations:

[1986] BCLC 362

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: 14 November 2022; Ref: scu.378388

Cochlan v Ruberella Limited: CA 21 Jul 2003

The issue arose as to the liability of a firm for the acts of a partner who had made statements to the claimant regarding the rate of return on a proposed investment amounting to some 6,000 per cent per annum.
Held: The following propositions of law held: ‘(i) The principles of vicarious liability of partners for each others’ actions derive from and were developed out of the principles of vicarious liability of principal and agent and employer and employee, see Dubai Aluminium Company v Salaam. (ii) This liability can extend to fraudulent acts or omissions if those were carried out in the course of the employment or within the scope of the apparent authority, albeit by an employee or a partner conducting the business of a type which he had no right to conduct, see Lloyd v Smith and Co. (iii) It is necessary to show that all the acts or omissions which make the partner liable were committed within the scope of his authority as a partner’ and ‘What are the criteria for determining whether an act is of a class or kind which it is the ordinary business of a solicitor to carry out? The useful starting point is to ask whether the general description of the act falls within the scope of the ordinary business of solicitors. It is a necessary condition that the act should satisfy this requirement. Thus, for example, if the solicitor enters into a contract for the sale of double glazing, he cannot bind his firm under section 5, nor will his firm be vicariously liable for any wrongful act in relation to the transaction under section 10. It is not the ordinary business of solicitors to sell double glazing. The transaction is of a general nature that falls outside the scope of a solicitor’s ordinary business. It is unnecessary to examine the transaction further to see that this is so. Whatever the terms of the contract of sale, it is not made by the solicitor as part of the ordinary business of a solicitor.’

Judges:

Dyson LJ

Citations:

Unreported, 21 July 2003

Statutes:

Partnership Act 1890 5

Jurisdiction:

England and Wales

Citing:

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 . .

Cited by:

Cited – Bakhitar v Keosghgerian and Others QBD 3-Dec-2003
Employer liable for employee with criminal record
An employee of a firm of solicitors took pawned jewellery to show to a third party possible purchaser. The jewels were misappropriated.
Held: The person involved, who was known to have a criminal record for fraud was for all relevant purposes . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 14 November 2022; Ref: scu.193838

AC v DC and Others (Financial Remedy: Effect of S37 Avoidance Order) (No 1): FD 19 Jul 2012

The effect of an order under section 37 is to annul or ‘avoid’ the transaction under attack. Moreover, the bad intention to defeat the principal ancillary relief claim is presumed for transactions done within the three year period before the avoidance claim. There is no time limit on attackable transactions. A transaction done 20 years earlier is, at any rate in theory, capable of being annulled.

Judges:

Mostyn J

Citations:

[2012] EWHC 2032 (Fam), [2013] 2 FLR 1483

Links:

Bailii

Statutes:

Matrimonial Causes Act 1973

Cited by:

Cited – Dellal v Dellal and Others FD 1-Apr-2015
The families disputed a claim under the 1975 Act. The defendants now sought summary dismissal of the claim. . .
Lists of cited by and citing cases may be incomplete.

Family, Company

Updated: 14 November 2022; Ref: scu.471767

Gardner v Parker: CA 16 Jul 2004

Citations:

[2004] EWCA Civ 1038

Links:

Bailii

Jurisdiction:

England and Wales

Citing:

See Also – Gardner v Parker CA 25-Jun-2004
The court considered the extent to which a shareholder or creditor of a company who has suffered loss, as the result of a breach of duties owed both to him and the company by a defendant, is nonetheless debarred from recovering that loss, because . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 14 November 2022; Ref: scu.199989

Commission v Portugal: ECJ 4 Jun 2002

Citations:

C-367/98, [2003] QB 233, [2002] EUECJ C-367/98

Links:

Bailii

Jurisdiction:

European

Cited by:

Cited – Commission v United Kingdom ECJ 13-May-2003
Complaint was made by the Commission that the ‘golden share’ retained by the respondent government in British Airports Authority was an unlawful restriction on the free movement of capital under the Treaty. The share could only be owned by the . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 14 November 2022; Ref: scu.173959

Regina v Secretary of State for Trade and Industry Ex Parte McCormick: CA 10 Feb 1998

Statements made under compulsion could be used in disqualification proceedings at discretion of the Secretary of State.

Citations:

Gazette 01-Apr-1998, Times 10-Feb-1998, Gazette 11-Mar-1998

Statutes:

Company Directors Disqualification Act 1985

Jurisdiction:

England and Wales

Cited by:

Cited – Clingham (formerly C (a minor)) v Royal Borough of Kensington and Chelsea; Regina v Crown Court at Manchester Ex parte McCann and Others HL 17-Oct-2002
The applicants had been made subject of anti-social behaviour orders. They challenged the basis upon which the orders had been made.
Held: The orders had no identifiable consequences which would make the process a criminal one. Civil standards . .
Lists of cited by and citing cases may be incomplete.

Company, Human Rights

Updated: 14 November 2022; Ref: scu.87954

Dear and Another v Jackson: CA 22 Feb 2013

The parties disputed the effect of agreements between them, and the management of companies in which they were involved.

Judges:

Laws, Lewison, McCombie LJJ

Citations:

[2013] EWCA Civ 89, [2014] 1 BCLC 186

Links:

Bailii

Jurisdiction:

England and Wales

Cited by:

Cited – Marks and Spencer Plc v BNP Paribas Securities Services Trust Company (Jersey) Ltd and Another SC 2-Dec-2015
The Court considered whether, on exercising a break clause in a lease, the tenant was entitled to recover rent paid in advance.
Held: The appeal failed. The Court of Appeal had imposed what was established law. The test for whether a clause . .
Lists of cited by and citing cases may be incomplete.

Company, Contract

Updated: 14 November 2022; Ref: scu.471162

Highbury Pension Fund Management Company and Another v Zirfin Investments Ltd and Others: ChD 14 Feb 2013

The court was asked: ‘a) Does the doctrine of marshalling permit the marshalling of securities held over property that does not belong to the common debtor? In particular, is a creditor of a guarantor entitled to marshal (or be subrogated to) securities which have been granted to another creditor of the guarantor by the primary debtor liable under the guaranteed debt?
b) Does the answer depend in any way on the rights which the guarantor has as against the holder of the guarantee or as against the primary debtor?
c) Does any such claim to marshalling or subrogation take precedence over prohibitions contained in the Restraint Order, either as of right or by virtue of the exercise of some discretion of the Crown Court?’
Held: The equitable principle applied. Lady Morrison may claim the proceeds of the assets subject to the Agricultural Charge by the application of the principle of marshalling, and is entitled to prove as an unsecured creditor in the administration for any shortfall.
Norris J said: ‘The principle of marshalling is an equitable principle. In its classic form it applies where two creditors are owed debts by the same debtor, one of whom can enforce his claim against more than one security but the other can resort to only one. In those circumstances the principle gives the second creditor a right in equity to require that the first creditor be treated as having satisfied himself as far as possible out of the security to which the latter has no claim.’

Judges:

Norris J

Citations:

[2013] EWHC 238 (Ch), [2013] WLR(D) 71, [2014] 2 WLR 1129, [2014] 1 CH 359

Links:

Bailii, WLRD

Statutes:

Agricultural Credits Act 1928, Partnership Act 1890 39

Jurisdiction:

England and Wales

Citing:

Cited – Highbury Pension Fund Management Company and Another v Zirfin Investments Management Ltd and Others CA 3-Oct-2013
Lewison LJ discussed the operation of the principle of marshalling: ‘One consequence of the application of the principle is that if the first mortgagee with more than one security satisfies his debt out of the property over which the second . .
Cited – In Re Ritson ChD 1898
. .
Cited – In Re Ritson, Ritson v Ritson CA 1899
The joint debts of a partnership are payable out of the joint assets if sufficient even though secured on the separate property of one partner.
Chitty LJ said of a deceased partner that his ‘interest in the joint assets [of the partnership] . .
Lists of cited by and citing cases may be incomplete.

Equity, Company

Updated: 14 November 2022; Ref: scu.470996

P. Ferrero (Taxation) C-339/08: ECJ 24 Jun 2010

Europa Reference for a preliminary ruling – Directive 90/435/EEC – Concept of withholding tax – Application of a levy of 5% at the time of distribution of dividends and of the ‘refund of the adjustment surtax’ by an Italian subsidiary to its parent company established in the Netherlands, pursuant to a bilateral convention.

Citations:

C-339/08, [2010] EUECJ C-339/08

Links:

Bailii

Statutes:

Directive 90/435/EEC

Jurisdiction:

European

Company

Updated: 13 November 2022; Ref: scu.420196

Lozinski v Ross: CA 15 Jan 1998

The defendant sought a stay of execution. There had been a partnership between the parties resulting in protracted litigation. As a result of costs orders already made there could be no financial benefit to the defendant in pursuing her case, and her legal aid had been withdrawn.
Held: The defendant had already failed to comply with unless orders, and her action had no prospect of success. Stay refused.

Judges:

Lord Justice Brooke

Citations:

[1998] EWCA Civ 27

Jurisdiction:

England and Wales

Company, Legal Aid

Updated: 13 November 2022; Ref: scu.143505

Regina v Chester and North Wales Legal Aid Area Office (No 12) ex parte Floods of Queensferry Limited: CA 18 Dec 1997

A company was not entitled to legal aid unless it was clearly acting in a fiduciary capacity; that the assignment of an action is invalid is insufficient to warrant a grant.

Citations:

Times 26-Dec-1997, Gazette 28-Jan-1998, [1997] EWCA Civ 3043

Statutes:

Legal Aid Act 1974 2(10)

Jurisdiction:

England and Wales

Citing:

Appeal from – Regina v Chester and North Wales Legal Aid Area Office Ex Parte Floods of Queensbury Ltd QBD 7-Nov-1997
It was possible for a body to apply for legal aid but only if it was genuinely acting in a fiduciary capacity as trustee, not mere contractual representative. . .
Lists of cited by and citing cases may be incomplete.

Legal Aid, Company

Updated: 13 November 2022; Ref: scu.143442

Strahan v Wilcock: CA 19 Jan 2006

The court considered the valuation of minority shares in an order for their purchase: ‘Shares are generally ordered to be purchased on the basis of their valuation on a non-discounted basis where the party against whom the order is made has acted in breach of the obligation of good faith applicable to the parties’ relationship by analogy with partnership law, that is to say where a ‘quasipartnership’ relationship has been found to exist. It is difficult to conceive of circumstances in which a non-discounted basis of valuation would be appropriate where there was unfair prejudice for the purposes of the 1985 Act but such a relationship did not exist. However, on this appeal I need not express a final view on what those circumstances might be.’

Judges:

Arden LJ

Citations:

[2006] EWCA Civ 13, [2006] 2 BCLC 555

Links:

Bailii

Statutes:

Companies Act 1985

Jurisdiction:

England and Wales

Cited by:

Cited – Irvine and others v Irvine and Another ChD 23-Mar-2006
The court had made an order for the purchase of a minority shareholding after finding prejudicial behaviour by the majority. It now considered valuation of the shares in a 49.96% shareholding. The question was whether the valuation should be . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 12 November 2022; Ref: scu.237735

Coulthard, Ashton Shuttleworth, and Dawes v Neville Russell (a Firm): CA 27 Nov 1997

Auditors who were in a position to advise a company’s directors as to the legality of them making loan payments to a shell company which was acquiring there shares had a duty so to advise. The directors of a company sued them for failing to warn them that a loan made by the company might constitute a breach of section 151 of the Companies Act 1985 and thus should have led to a qualified audit report: their claim was for the loss which disqualification proceedings consequent upon the breach of section 151 had caused them. The auditors sought to strike out the claim on the ground that it was no part of auditors’ duties to protect directors personally from the consequences of their mistakes and wrongdoing. The auditors succeeded.
Held: On appeal the court allowed the directors’ appeal. The complaint involved an allegation that the existence of the loan should have led to a qualified report: ‘I remind myself that this is an application to strike out . . In my view the liability of professional advisers, including auditors, for failure to provide accurate information or correct advice can, truly, be said to be in a state of transition or development. As the House of Lords has pointed out, repeatedly, this is an area in which the law is developing pragmatically and incrementally. It is pre-eminently an area in which the legal result is sensitive to the facts. I am very far from persuaded that the claim in the present case is bound to fail whatever, within the confines of the pleaded case, the facts turn out to be. That is not to be taken as an expression of view that the claim will succeed; only as an expression of view that this is not one of those plain and obvious cases in which it could be right to deny the plaintiffs the opportunity to establish their claim at trial.’

Judges:

Chadwick LJ

Citations:

Times 18-Dec-1997, [1997] EWCA Civ 2837, [1998] 1 BCLC 143, [1998] PNLR 276

Statutes:

Companies Act 1986 151

Jurisdiction:

England and Wales

Cited by:

Cited – Equitable Life Assurance Society v Ernst and Young (A Firm) ComC 10-Feb-2003
The company complained that its auditors had failed to give appropriate warning of the Society’s exposure to risk in awarding larger bonuses than were justified, and that had the true position been known, it xould have put itself up for sale . .
Cited – Equitable Life Assurance Society v Ernst and Young CA 25-Jul-2003
The claimant sought damages from its accountants, saying that had they been advised of the difficulties in their financial situation, they would have been able to avoid the loss of some 2.5 billion pounds, or to sell their assets at a time when . .
Cited – Binod Sutradhar v Natural Environment Research Council CA 20-Feb-2004
The defendant council had carried out research into a water supply in India in the 1980s. The claimant drank the water, and claimed damages for having consumed arsenic in it.
Held: There is a close link between the tests in law for proximity . .
Cited – Pegasus Management Holdings Sca and Another v Ernst and Young (A Firm) and Another ChD 11-Nov-2008
The claimants alleged professional negligence in advice given by the defendant on a share purchase, saying that it should have been structured to reduce Capital Gains Tax. The defendants denied negligence and said the claim was statute barred.
Lists of cited by and citing cases may be incomplete.

Professional Negligence, Company

Updated: 12 November 2022; Ref: scu.143236

Khan and others v Miah and others: CA 3 Dec 1997

An agreement to set up a business, which went as far as including some preparatory acts, was not a partnership until there was some actual trading. Whether a partnership had come into existence was a question of fact in the particular circumstances.

Judges:

Roch LJ

Citations:

Times 13-Jan-1998, [1997] EWCA Civ 2890, [1998] 1 WLR 477

Statutes:

Partnership Act 1890

Jurisdiction:

England and Wales

Cited by:

Appeal from – Khan and Another v Miah and Others HL 7-Nov-2000
A partnership between a group intending to open a restaurant began when the parties joined together the find the premises, and fit it out. The partnership had come into existence even though they had not commenced trading by opening the restaurant. . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 12 November 2022; Ref: scu.143289

Taylor v Grier (No 3): ChD 12 May 2003

Judges:

Behrens J

Citations:

Unreported, 12 May 2003

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: 12 November 2022; Ref: scu.222918

Masri v Consolidated Contractors International Co Sal and Others: HL 30 Jul 2009

The claimant sought to enforce a judgment debt against a foreign resident company, and for this purpose to examine or have examined a director who lived abroad. The defendant said that the rules gave no such power and they did, the power was outside the rule-maker’s power.
Held: Even though the rule-making power is wide enough to enable rules to be made relating to the examination of an officer who is outside the jurisdiction, the presumption against extra-territoriality still applies when considering the scope of CPR 71. In the event, CPR 71 does not contemplate an application and order in relation to an officer outside the jurisdiction. CPR 71 does not enable an order for examination to be made against an officer who is outside the jurisdiction, and CPR 6 provides no basis for service out of the jurisdiction of any such order, had it been possible to make one.

Judges:

Lord Scott of Foscote, Lord Rodger of Earlsferry, Lord Walker of Gestingthorpe, Lord Brown of Eaton-under-Heywood, Lord Mance

Citations:

[2009] UKHL 43, Times 13-Aug-2009, [2009] 2 BCLC 382, [2009] Bus LR 1269, [2009] 4 All ER 847[2009] 4 All ER 847, [2009] 3 WLR 385, [2009] CP Rep 47, [2009] 2 CLC 366, [2010] BCC 25, [2009] 2 Lloyd’s Rep 473, [2010] 1 AC 90, [2009] BPIR 1029, [2010] 1 All ER (Comm) 220, [2009] 4 All ER 847

Links:

Bailii

Statutes:

Civil Procedure Rules 71, Civil Procedure Act 1997 81

Jurisdiction:

England and Wales

Citing:

See Also – Masri v Consolidated Contractors International (UK) Ltd CA 24-Oct-2005
The defendants who were resident in Greece appealed a decision that the English court had jurisdiction over them, by virtue of a close connection of the matter with earlier proceedings heard here.
Held: The fact that the defendants were all . .
See Also – Masri v Consolidated Contractors International (UK) Ltd ComC 17-May-2005
. .
See Also – Masri v Consolidated Contractors International UK Ltd and Another ComC 28-Jul-2006
. .
See Also – Masri v Consolidated Contractors International UK Ltd and Another ComC 14-Mar-2007
Judgment on quantum. . .
See Also – Masri v Consolidated Contractors International (UK) Ltd and others ComC 25-May-2007
Application for an order to prevent some defendants pursuing action in other jurisdictions. . .
See Also – Masri v Consolidated Contractors International Company Sal and Another CA 11-Jul-2007
. .
See Also – Masri v Consolidated Contractors International Company Sal and Another CA 4-Apr-2008
The court was asked whether the Commercial Court had international jurisdiction to make an order for the appointment of a receiver by way of equitable execution, and a freezing order, in relation to the judgment debtors’ interest in the concession . .
See Also – Masri v Consolidated Contractors International Company Sal and Another ComC 23-May-2008
Application for interpretation of a receivership order. . .
See Also – Masri v Consolidated Contractors International Company Sal and Another (No 3) CA 6-Jun-2008
The court was asked whether the English court has jurisdiction following judgment to grant an anti-suit injunction against foreign judgment debtors (one of whom has a domicile in a Brussels I Regulation State) restraining them from pursuing . .
See Also – Masri v Consolidated Contractors International Company Sal and others CA 28-Jul-2008
The judgment creditor appealed an order refusing to oblige the defendant company to attend court and provide information about its means. . .
Cited – Societe Eram Shipping Company Limited and others v Hong Kong and Shanghai Banking Corp Ltd, Compagnie Internationale de Navigation HL 12-Jun-2003
The appeal concerned a final third party debt order (formerly a garnishee order). A judgment in France was registered here for enforcement. That jurisdiction was now challenged.
Held: A third party debt order is a proprietary remedy operating . .
See Also – Masri v Consolidated Contractors International Company Sal and Another ComC 21-Oct-2008
The court heard matters relating to the recovery by the claimant of $63,000,000. . .
Mentioned – Dickson v Neath and Brecon Railway Co 1869
. .
Cited – The ‘Zollverein’ (C H Fanichen, Master) 19-Apr-1856
Collision on high seas between a British and foreign vessel. The former not bound by statute.-A foreigner cannot set up against a British vessel with which she has been in collision the British vessd’s violation of British statute law on the high . .
Cited – Ex parte Blain; In re Sawers CA 1-Aug-1879
Where legislation regulates the conduct of an individual, it may be so construed as to limit it to conduct by United Kingdom citizens anywhere.
James LJ referred to ‘broad, general, universal principle that English legislation, unless the . .
Mentioned – Clark (Inspector of Taxes) v Oceanic Contractors Inc HL 16-Dec-1982
HL Income tax, Schedule E – Non-resident employer – Employees working in U.K. sector of North Sea – Whether employer liable to deduct tax from emoluments – Income Tax (Employments) Regulations 1973 – Income and . .
Cited – Secretary of State for Defence v Al-Skeini and others (The Redress Trust Intervening) HL 13-Jun-2007
Complaints were made as to the deaths of six Iraqi civilians which were the result of actions by a member or members of the British armed forces in Basra. One of them, Mr Baha Mousa, had died as a result of severe maltreatment in a prison occupied . .
See Also – Masri v Consolidated Contractors International Co Sal and others CA 13-Nov-2008
The creditors sought leave to appeal against orders made in the course of proceedings to recover a very substantial debt from a foreign resident company. . .
Cited – British South Africa Company v Companhia de Mocambique HL 8-Sep-1893
Two companies, one Portuguese, the other British and controlled by Cecil Rhodes, were in dispute about a large territory called Manica. The Portuguese company complained that they owned lands and mineral rights in Manica yet the British company had . .
Cited – In re Grosvenor Hotel, London (No 2) CA 1964
Lord Denning MR said that the Rules Committee ‘can make rules for regulating and prescribing the procedure and practice of the Court, but cannot alter the rules of evidence.’ Public policy protects against disclosure any documents which relate to . .
Cited – Holmes v Bangladesh Biman Corporation HL 1989
Mr Holmes was killed when the defendant’s aircraft in which he was a passenger crashed on a domestic flight in Bangladesh. As a domestic flight, it was not international carriage. The proper law of the contract was undoubtedly Bangladeshi law. Under . .
Appeal from – Masri v Consolidated Contractors (Oil and Gas) Company Sal CA 6-Feb-2009
Appeal from order with regard to management of receivership. . .
Cited – General Mediterranean Holdings SA v Patel and Another QBD 19-Jul-1999
The new Civil Procedure Rules were ultra vires and invalid insofar as they purported to remove any right of a solicitor’s client to assert his right of confidence as against his solicitor. The solicitor was therefore unable in this case to defend . .
Cited – Aiden Shipping Co Ltd v Interbulk Ltd (The ‘Vimeira’) HL 1986
Wide Application of Costs Against Third Party
A claim had been made against charterers by the ship owners, and in turn by the charterers against their sub-charterers. Notice of motion were issued after arbitration awards were not accepted. When heard, costs awards were made, which were now . .
Cited – 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 – Comninos v Prudential Assurance Company Ltd (The Ikarian Reefer no 2) CA 12-Oct-1999
Mr Comninos challenged the jurisdiction of the court to have made an order for costs made against him. . .
Cited – Theophile v Solicitor-General HL 1950
The House was asked as to the legitimacy of making bankrupt, on the basis of debts unpaid in respect of his English trading, a foreigner who had left the jurisdiction.
Held: A business continues until sums due are collected and all debts paid. . .
Cited – Interpool Ltd v Galani CA 1988
The debtor appealed against an order to answer questions and disclose documents relating to any debts owed to him or other property or means belonging to him outside the jurisdiction. The court looked at the examination of a judgment debtor under . .
Cited – Union Bank of Finland Ltd v Lelakis 1997
Proceedings had been served within the jurisdiction under submission to jurisdiction clauses contained in the guarantees upon which suit was brought against the defendant. However service abroad was objected to.
Held: Order 11, rule 9(4) was . .
Cited – In re Aktiebolaget Robertsfors and La Societe Anonymes des Papeteries de l’AA CA 1910
The court was asked to construe O.XI r.8A made in 1909 to extend the power to serve out of the jurisdiction to summonses, orders or notices.
Held: The power was only exercisable in situations where service out of a writ was permissible under . .
Cited – In re Liddell’s Settlement Trusts CA 1936
The Court upheld an injunction issued against Mrs Liddell who was not a party to the proceedings and who had taken her children to the United States. When granting an injunction, the court should operate on the basis that it will be obeyed, and not . .
Cited – Vitol Sa v Capri Marine Ltd ComC 29-Feb-2008
The court examined the scope of CPR 6.30(2) in the context of an application for service on an officer resident in Greece of an order for his examination under CPR 71.
Held: CPR 6.30(2) was concerned with documents requiring to be served on . .
Mentioned – Demirel v TMSF CA 26-Jul-2007
. .
Mentioned – Fonu v Demirel and Another ChD 21-Dec-2006
. .
See Also – Masri v Consolidated Contractors International Company Sal and Another ComC 20-Dec-2007
. .
See Also – Masri v Consolidated Contractors International (UK) Ltd and Another ComC 17-Jun-2008
Application for further order of payment of costs of action on account. . .

Cited by:

See Also – Masri v Consolidated Contractors International Company Sal and Others ComC 6-Oct-2010
The third respondent sought to strike out an application for his committal for failure to comply with orders made in support of proceedings to enforce a substantial judgment. . .
See Also – Masri v Consolidated Contractors International Company Sal ComC 21-Oct-2010
The court held a case management conference with regard to an intended application for committal for contempt of one of the defendants. . .
See Also – Consolidated Contractors International Company Sal and Another v Masri CA 21-Jan-2011
. .
See Also – Consolidated Contractors International Company Sal and Another v Masri CA 3-Feb-2011
. .
See Also – Masri and Another v Consolidated Contractors International Co Sal and Others ComC 3-Mar-2011
On notice hearing with regard to without notice receivership order. . .
See Also – Masri v Consolidated Contractors International Company Sal and Others ComC 5-May-2011
The applicant, and judgment creditor sought orders for committal for contempt by the defendant companies and officers after failing to comply with court orders. . .
Cited – Bilta (UK) Ltd and Others v Nazir and Others ChD 30-Jul-2012
The company was said to have engaged in a fraud based on false European Trading Scheme Allowances, and had been wound up by the Revenue. The liquidators, in the company name, now sought recovery from former directors and associates.
Held: The . .
Lists of cited by and citing cases may be incomplete.

Company, Litigation Practice, Civil Procedure Rules

Leading Case

Updated: 11 November 2022; Ref: scu.368928

In the Matter of Blackspur Group Plc; Secretary of State for Trade and Industry v Davies; Thomas; Thompson; Andrew: CA 19 Nov 1997

The Secretary of State may perfectly properly refuse to accept offered undertakings and instead decide to prosecute company directors under the Act, even though though the terms offered were intended to give equivalent effect. The purpose of the Act’s jurisdiction is to improve the standard of company directors, and the disqualification procedure has a prohibitory purpose as well as the exemplary purpose. Also ‘there is no statutory procedure for the policing and variation of…an undertaking..’.

Judges:

Woolf MR

Citations:

Gazette 08-Jan-1998, Times 09-Dec-1997, [1997] EWCA Civ 2762, [1998] 1 WLR 422

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 . .
Cited – In the Matter of the Supporting Link; In the Matter of the Insolvency Act 1986 ChD 19-Mar-2004
The Secretary of State sought the winding up of the company. Directors offered undertakings as to their future behaviour.
Held: The Court should be slow to accept such undertakings unless the Secretary consented. The company was solvent, but . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 10 November 2022; Ref: scu.143161

In Re X Ltd: ChD 5 Jun 2001

A was one of two directors of a company. The co-director gave notice to call an extraordinary meeting at which it was proposed that A would be dismissed as a director. A applied to court for an injunction to prevent this, on the grounds that it would cause him irremediable damage. The co-director responded that the court had no power under this section to do so. The judge held that in this case A’s prospects of success were very low, but that the power did exist, and could be exercised in an appropriate case. That would require a reasonable prospect of success, and that an injunction would maintain the status quo, or prevent the substantive action becoming nugatory.

Citations:

Times 05-Jun-2001, Gazette 07-Jun-2001

Statutes:

Companies Act 1985 459

Jurisdiction:

England and Wales

Company

Updated: 10 November 2022; Ref: scu.82305

In re Bulawayo: 1907

The court asked as to the possibility of appointing a company as a director of another company in the absence of an express power in the articles.

Citations:

[1907] 2 Ch 458

Statutes:

Companies Act 1862

Jurisdiction:

England and Wales

Cited by:

Cited – Holland v Revenue and Customs and Another CA 2-Jul-2009
The appellant supported IT workers. Through his own company, he set up companies in which his company was a director, and which companies in turn employed the IT workers securing substantial savings in higher rate Corporation Tax.
Held: The . .
Lists of cited by and citing cases may be incomplete.

Company

Updated: 09 November 2022; Ref: scu.377314