The company was said to have paid dividends unlawfully, in that the directors who were the shareholders had paid themselves dividends knowing that the company had not earned enough to pay them.
Held: Where shareholders had knowledge of the circumstances making a distribution unlawful, they could be required to repay the sums received.
Chadwick LJ, Sedley LJ, Arden LJ
[2006] EWCA Civ 544, Times 09-Jun-2006
Bailii
Companies Act 1985 277(1)
England and Wales
Citing:
Cited – Criminal Proceedings Against Kolpinghuis Nijmegen Bv ECJ 8-Oct-1987
Wherever the provisions of a directive appear, as far as their subject-matter is concerned, to be unconditional and sufficiently precise, those provisions may be relied upon by an individual against the state where that state fails to implement the . .
Cited – Revenue and Customs v IDT Card Services Ireland Ltd CA 27-Jan-2006
Under the Marleasing principle, or principle of conforming interpretation, the domestic court of a member state must interpret its national law so far as possible in the light of the wording and purpose of the Directive in question. However this . .
Appeal from – It’s A Wrap (UK) Ltd v Gula and Another ChD 16-Sep-2005
The defendant company directors were accused of having paid dividends to themselves when the company was in fact making a loss.
Held: A claim might lie, but the pleadings did not phrase it adequately, and an amendment would be improper. Though . .
Cited – Gingi v The Secretary of State for Work and Pensions CA 14-Nov-2001
It is possible that in some circumstances the same enactment may be construed differently according to whether it applies in circumstances covered by a directive. Arden LJ approved the following passage from Bennion: ‘It is legitimate for the . .
Cited – Marleasing SA v La Comercial Internacional de Alimentacion SA ECJ 13-Nov-1990
Sympathetic construction of national legislation
LMA OVIEDO sought a declaration that the contracts setting up Commercial International were void (a nullity) since they had been drawn up in order to defraud creditors. Commercial International relied on an EC . .
Cited – Trevor v Whitworth HL 1887
It is a fundamental rule of company law that that the Companies Acts by implication prohibit a company from returning capital to shareholders except in one of the ways expressly permitted by the Acts. A purchase of shares by a company which is not . .
Cited – Bairstow and Others v Queens Moat Houses plc CA 17-May-2001
The court considered the liability of directors for an unlawfully paid dividend.
Held: Robert Walker LJ: ‘The prospect of the former directors being able to obtain contribution from innocent recipients of unlawful dividends was debated . .
Cited – Swain v Puri CA 1996
The expression ‘reasonable grounds to believe’ meant actual knowledge or ‘shut-eye’ knowledge of the actual risk of injury to a child trespasser, or of primary facts that the court considers provides reasonable grounds for believing that the risk . .
Cited – Friedrich Binder Gmbh and C Kg v Hauptzollamt Bad Reichenhall ECJ 12-Jul-1989
ECJ A trader is not entitled under Article 5(2) of Regulation No 1697/79 to the waiver of the post-clearance recovery of import duties if the error made by the customs authorities from which he benefited was due . .
Cited – Thorne v Silverleaf CA 1994
Peter Gibson LJ said: ‘In s.217(1)(b) knowledge that it is a crime is required.’ . .
Lists of cited by and citing cases may be incomplete.
Updated: 28 July 2021; Ref: scu.241647