In re Kingston Cotton Mill (No 2): ChD 1895

The power to order a director to repay a company’s funds lost as a result of ‘misfeasance’ does not apply to conduct engaged in honestly and reasonably.
Vaughan Williams J disused the general principle the directors will be liable to restore unlawful dividends that they have approved and said: ‘On the whole I have come to the conclusion that there is no such bulk of authority as binds me to hold that directors who pay away the funds of the company under an honest and reasonable belief in a state of affairs which would justify the payments made be held liable to replace the funds because it turns out on the true facts that the payments were ultra vires.’
Vaughan Williams J
[1896] 1 Ch 331
England and Wales
Cited by:
CitedHolland 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 . .

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Updated: 24 June 2021; Ref: scu.467096