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These cases are from the lawindexpro database. They are now being transferred to the swarb.co.uk website in a better form. As a case is published there, an entry here will link to it. The swarb.co.uk site includes many later cases.  














Company - From: 1992 To: 1992

This page lists 28 cases, and was prepared on 02 April 2018.

 
Bratton Seymour Service Co Ltd v Oxborough [1992] BCLC 693
1992
CA

Company, Contract
The company was set up to acquire and manage a property divided into flats which also included "amenity areas" (tennis courts, swimming pool, gardens). It was argued that there should be implied into the articles of association an obligation on the part of each flat owner/member to contribute to the expenses of maintaining the amenity areas. The implication was said to be derived from the circumstances in which the property was acquired and the terms of the conveyance to the company. Held: Such background facts were not admissible to construe the meaning of the articles. The court emphasised both the unusual nature of the contract between members of a company constituted by Articles of Association of the company and the very limited assistance which extrinsic evidence of surrounding circumstances can provide in construing the Articles. In construing the articles of association of the management company of a building divided into flats, background facts which would have been known to all the signatories were inadmissible because the articles should be regarded as addressed to anyone who read the register of companies, including persons who would have known nothing of the facts in question.
1 Citers


 
Re JE Cade and Son Ltd [1992] BCLC 213
1992

Warner J
Company
The petitioner claimed unfair prejudice under section 459. The company was a licensee of a farm and he sought to recover possession. Held: The petition failed. In reality he was seeking to promote his interests as freeholder in the land, and not his interests as a shareholder in the company.
Warner J said: "It is well established . . that the interests of a member of a company that the court has jurisdiction to protect under section 459 are only his interests as a member. While those interests are not necessarily limited to his strict legal rights under the constitution of the company, they do not extend to interests of his in some other capacity."
Companies Act 1985 459
1 Citers



 
 Kenneth Allison Ltd v AE Limehouse Ltd; HL 1992 - [1992] 2 AC 105
 
Jones v Sherwood Computer Services Limited plc [1992] 1 WLR 277
1992
CA

Company, Arbitration
A contract provided for the sale and purchase of shares. In the absence of agreement a third party firm of accountants would act as valuer as an expert, and his decision was to be final and binding on the parties. One party now appealed a decision not to strike out a claim which sought to go behind the valuation. Held: The agreement was clear, and there was no evidence of bad faith on the part of the valuer, or that he had departed from his instructions. The parties had agreed to be bound by his decision whether given with or without reasons. His decision was binding. Appeal allowed.
1 Citers


 
Re Chez Nico [1992] BCLC 192
1992


Company
The court considered the liability of directors to a company's shareholders where a fiduciary duty to be open was broken.
1 Citers


 
Runciman v Walter Runciman plc [1992] BCLC 1084
1992

Simon Brown J
Company
Simon Brown J said: "Whatever may have been the strict legal requirements of the position, on the particular facts of this case I am perfectly satisfied that for the plaintiff to have made a specific declaration of interest before agreement of the variations here in question would have served no conceivable purpose. It would have been mere incantation."
Companies Act 1985 727
1 Citers


 
Faulks v Faulks [1992] 1 EGLR 9
1992
ChD
Chadwick J
Agriculture, Company
One brother, as tenant farmed land under a partnership with his brother. On the death of either partner, an account was to be taken and a valuation. On the death of the tenant, there was a dispute as to whether the value of the farm's milk quotahad become a partnership asset. The surviving brother now appealed against the arbitrator's finding that it was not. Held: The appeal failed. The quota, though registered in the name of the partnership, could not be separated from the land to which it was attached. It would not have been available on a dissoultion of the partnership under the 1890 Act to meet the creditors of the partnership.
Partnership Act 1890
1 Cites

1 Citers


 
Xyllyx PLC (No1) [1992] BCLC 376
1992
ChD
Harman J
Company, Insolvency
Two of the company's contributories asked be added to the list for the purpose of obtaining a 7 day adjournment of the hearing of the petition so as to give them time to consider whether they wished to ask for substitution. Held: An ordinary individual or company cannot be substituted as petitioner on a Secretary of State’s petition under the section.
Insolvency Act 1986 124A
1 Citers


 
In re British and Commonwealth plc (No 3) [1992] 672
1992
ChD
Vinelott J
Company, Insolvency
Bonds were subordinated in a winding up, and the company was in administration in which the administrators were proposing a scheme of arrangement. The judge was invited to apply the Tea Corporation principles in order to arrive at a conclusion that the bondholders would recover nothing and so would not have the right ot vote at a meeting to consider the relevant scheme. He drew attention to the fact that in the Tea Corporation case there was a finding that the assets would not suffice to meet the claims of shareholders and that there was a concession to that effect in Oceanic. He went on to say: "In the instant case the trustee does not concede that the proceeds of realisation of the company's assets, whether in the course of administration or in the course of winding up, would inevitably be insufficient to meet the claims of scheme creditors . . .The evidence relied on by the trustee is also criticised on what appears to me to be cogent grounds in evidence filed on behalf of he administrators. The claim that there is even a remote possibility that sufficient might be realised in the course of administration or in winding up to meet the claims of the scheme creditors in full seems to me to verge on the fanciful. However, in the absence of any concession, I cannot on this application proceed on the assumption that there is no possibility that the claims of the scheme creditors will be met in full." However, despite his unwillingness to proceed on that assumption, the learned judge still came to the conclusion that the bondholders' consent was not required, and at court concluded that the bondholders had no interest in the assets of the company: "It follows to the extent that the assets of the company are insufficient to meet the claims of scheme creditors, the holders of CULS have no interest in the assets of the company."
1 Cites

1 Citers



 
 In re a Company (No 0012209 of 1991); ChD 1992 - [1992] 2 All ER 797; [1992] 1 WLR 351; [1992] BCLC 865
 
Lee Panavision Ltd v Lee Lighting Ltd [1992] BCLC 22
1992
CA
Dillon, Stocker LJJ, Sir David Croom-Johnson
Company
The court considered an allegation of a failure to declare an interest to a company board meeting, met by a defence that the undeclared interest was common to and known by each of the directors. Held: Dillon LJ said: "if the judge was entitled to make findings of non-disclosure and non-declaration of interests that he did, the position is that each of the directors has failed to disclose formally at the board meeting an interest common to all the directors and, ex hypothesi, already known to all the directors. I would hesitate to hold that such apparently technical non-declaration of an interest in breach of s 317 has the inevitable result, as to which the court has no discretion, that the second management agreement is fundamentally flawed and must be set aside if Lee Lighting chooses to ask sufficiently promptly that it be set aside."
Companies Act 1985 317 727
1 Citers


 
Dobson v Hastings [1992] Ch 394
1992

Sir Donald Nicholls VC
Litigation Practice, Company
The Rules of the Supreme Court indicate that save when permitted under the rules, documents on the court file are not intended to be inspected or copied. There is no common law right to obtain access to a document filed in proceedings and held as part of a court record.
The Rules of the Supreme Court, including Order 62 relating to costs, apply to applications under the Act of 1986. Sir Donald Nicholls VC said that: "a court file is not a publicly available register. It is a file maintained by the court for the proper conduct of the proceedings. Access to that file is restricted. Non-parties have a right of access to the extent, but only to the extent, provided in the rules."
Dealing with the transcripts of evidence without the control of the court is "knowingly setting at nought one of the court's procedures devised to strike a balance between the various factors which pull in different directions in all court processes" and "The essential vice lies in knowingly interfering with the court's documents. This is as much an interference with the administration of justice as knowingly interfering with the court's officers. The boundary line is to be drawn at the point where there has been a taking of information from documents in the custody of the court knowing that leave was needed and that it had not been obtained. In such cases there is an act of interference with the judicial process; there is also an intention to interfere, because the act was done with knowledge that it was a contravention of the prescribed judicial process."
Companies Act 1986
1 Citers


 
In Re London United Investments Plc [1992] Ch 578
1992
CA

Criminal Practice, Company
The privilege against self-incrimination was impliedly excluded by the terms of a statute which conferred power on company inspectors appointed by the Secretary of State to require documents and answers to questions from any person whom they consider may have relevant information.
1 Citers


 
Lloyds and Scottish Finance Ltd v Cyril Lord Carpet Sales Limited [1992] BCLC 609
1992
HL
Lord Wilberforce, Lord Scarman
Contract, Banking, Company, Insolvency
Lord Wilberforce consideried whether certain assignment of book debts were in substance absolute assignments by way of sale or assignments by way of charge and would be void against a liquidator for non-registration under the Companies Act. He said: "My Lords, the fact that the transaction consisted essentially in the provision of finance and the similarity in result between a loan and a sale, to all of which I have drawn attention, gives to the appellants' arguments an undoubted force. It is only possible, in fact, to decide whether they are correct by paying close regard to what the precise contractual arrangements between them and the respondents were." and "it has to be appreciated that block discounting is essentially a method of providing finance. Commercially and in its economic result, it may not differ from lending money at interest: the 'discounting charge', which represents the finance house's profit, is stated in term of so much per cent per annum, which percentage is no doubt based upon current interest rates. Legally, however, there is no doubt that discounting is not treated as the lending of money and that the asset discounted is not considered as the subject of a charge."
1 Citers


 
Re Hailey Group Ltd; In re a Company No 008126 of 1989 [1993] BCLC 459; (1992) BCC 542
1992

Richard Sykes QC
Company
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 shares. Held: There had been oppressive conduct, but the buyout order was refused. Richard Sykes QC said that the relief "need not be directed solely towards remedying the particular things that have happened", but: "The fact is that the appointment of an administrative receiver has enabled the company to be properly run, so far as it is running at all, and there is no necessity to appoint anyone to supervise the operations of the administrative receivers, if anybody could be found to perform that task gratuitously.
Paradoxically, the appointment means that there now is no order which is appropriate for giving relief in respect of the matters complained of. I certainly take the view that sec 461(1) requires me to consider what order is appropriate at the time of the hearing and not, for example, what order would have been appropriate at the date of presentation of the petition.
It is very common that the order made on petitions under sec 459 is for one warring faction to purchase the shares of the other. In the case of a company which is continuing in business it certainly gives relief in respect of the matters complained of. The petitioner is no longer the bedfellow of the wrongdoer; he is either in control of the company because he has bought the wrongdoer’s shares or he is free from the company for a fair price, often adjusted for the damage done to the company by the wrongdoer. Such relief might well have been appropriate in the present case at the date of the presentation of the petition and so long as it continued as a going concern. To impose on some of the respondents an obligation to purchase the petitioner’s shares in the events which have happened is tantamount to imposing a fine on them: there is nothing of any value for them to purchase. Nor does the petitioner need to dispose of his shares in order to obtain relief in respect of the matters complained of: the administrative receiver has provided that relief.”
The buy-out order would be appropriate if the oppression had prevented the petitioner from selling his shares at a proper price prior to the onset of insolvency, but there was no evidence of that; and that it might have been appropriate if the buy-out order had been originally sought when the company was solvent, although that appears to be contrary to considering what order is appropriate at the time of the hearing. These possible qualifications do not detract from his Lordship’s central reasoning.
1 Citers


 
In re Jeffrey S Levitt Ltd [1992] Ch 457
1992
ChD
Vinelott J
Company, Insolvency
The provisions of the two Acts are intended to be part of the same statutory scheme and are to be read in combination.
Company Directors' Disqualification Act 1986 - Insolvency Act 1986
1 Citers


 
Re Probe Data Systems Ltd (No.3) [1992] BCC 110
1992
CA

Company, Insolvency
An appeal from a director disqualification is to be under the Insolvency Rules.
Company Directors Disqualification Act 1986 6
1 Citers


 
Harrods (Buenos Aires) Ltd, In re [1991] 3 WLR 397; Gazette, 13 March 1992
13 Mar 1992


Company


 
Polly Peck International Plc v Nadir (No 2) [1992] EWCA Civ 3; [1992] 4 All ER 769; [1993] BCLC 187; [1992] 2 Lloyds Rep 238
19 Mar 1992
CA
Lord Donaldson MR, Stocker, Scott LJJ
Company
Appeal against the grant of a Mareva injunction.
Lord Donaldson MR said: "I therefore turn to the principles underlying the jurisdiction. (1) So far as it lies in their power, the Courts will not permit the course of justice to be frustrated by a defendant taking action, the purpose of which is to render nugatory or less effective any judgment or order which the plaintiff may therefore obtain. (2) It is not the purpose of a Mareva injunction to prevent a defendant acting as he would have acted in the absence of a claim against him. Whilst a defendant who is a natural person can and should be enjoined from indulging in a spending spree undertakes with the intention of dissipating or reducing his assets before the day of judgment, he cannot be required to reduce his ordinary standard of living with a view to putting by sums to satisfy a judgment which may or may not be give in the future. Equally no defendant whether a natural or a juridical person, can be enjoined in terms which will prevent him from carrying on his business in the ordinary way or from meeting his debts or other obligations as they come due prior to judgment being given in the action. (3) Justice requires that defendant by free to incur and discharge obligations in respect of professional advice and assistance in resisting the plaintiff's claims. (4) It is not the purpose of a Mareva injunction to render the plaintiff a secured creditor, although this may be a result if the defendant offers a third party guarantee or bond in order to avoid such an injunction being imposed. (5) The approach called for by the decision in American Cyanamid Co. v. Ethicon Ltd[1975] UKHL 1; (1975) 1 All ER. 504, (1975) AC 396 has, as such, no application to the grant of refusal injunction which proceeds on principles which are quite different from those applicable to other interlocutory injunctions."
1 Citers

[ Bailii ]
 
Verderame v Commercial Union Assurance Co Plc [1992] BCLC 793; Times, 02 April 1992
2 Apr 1992
CA
Balcombe LJ
Agency, Insurance, Company, Contract, Negligence, Damages
The insurance brokers, acting to arrange insurance for a small private limited company did not owe a duty in tort to the directors of that company personally. Where an action was brought in a tort and in breach of contract, damages could not be awarded on the tort where they were not available in contract.
1 Cites

1 Citers


 
Re Arrows Ltd (In Liquidation) Times, 01 May 1992; Gazette, 01 July 1992
1 Jul 1992
Chd

Insolvency, Company
Liquidators seeking information from directors were allowed to undertake not to disclose any information gathered to the Serious Fraud Office. Such an undertaking having been given a former company director was not able to refuse to answer questions put to him.
Insolvency Act 1986 236(2)
1 Citers


 
Re Minet Holdings Plc Gazette, 08 July 1992
8 Jul 1992
ChD

Company
An Inspector's report, prepared under the 1948 Act, was admissible in proceedings under the 1986 Act.
Company Directors Disqualification Act 1986


 
 Russell v Northern Bank Development Corporation Limited and Others; HL 15-Jul-1992 - Gazette, 15 July 1992; (1992) BCC 578; [1992] 1 WLR 588; [1992] 3 All ER 161
 
Re Southbourne Sheet Metal Co Ltd Gazette, 09 September 1992; [1993] 1 WLR 244
9 Sep 1992
CA
Nourse LJ
Company, Costs
The Secretary of State for Trade and Industry had sought orders of disqualification against the director and a co-director under the provisions of the Company Directors Disqualification Act 1986. The Secretary of State's summons was supported by an affidavit from one of the receivers of the company. Held: The director's appeal succeeded. A discontinuance by the DTI led to a standard order for costs against the discontinuer.
Company Directors Disqualification Act 1986 - Insolvent Companies (Disqualification of Unfit Directors) Proceedings Rules 1987 (SI 1987 No.2023) 2
1 Cites

1 Citers



 
 Government of Mauritius v Union Flacq Sugar Estates Co Ltd; Same v Medine Shares Holding Co; PC 16-Sep-1992 - Gazette, 16 September 1992; [1992] 1 WLR 903; (1993) 109 LQR 202

 
 Downsview Nominees Ltd and Another v First City Corporation Ltd and Another; PC 19-Nov-1992 - Gazette, 09 December 1992; [1993] AC 295; Times, 15 December 1992; [1992] UKPC 34

 
 Director of Public Prosecutions v Gomez; HL 3-Dec-1992 - Gazette, 03 March 1993; Times, 08 December 1992; [1993] AC 442; [1992] UKHL 4; [1993] 1 All ER 1

 
 Regina v Disciplinary Committee of the Jockey Club, ex parte Aga Khan; CA 4-Dec-1992 - [1993] 1 WLR 909
 
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