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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: 1998 To: 1998

This page lists 53 cases, and was prepared on 02 April 2018.

 
Re Verby Print For Advertising Ltd [1998] BCC 652; [1998] 2 BCLC 23
1998
ChD
Neuberger J
Company
An application for disqualification orders was made on the basis of the directors' failure to pay tax. Held: Neuberger J said: "I would accept the grave nature of an allegation of unfitness under section 6(1)(b) of the 1986 Act must be borne in mind when considering whether that allegation is made out." The court also considered the burden of proof, and that a higher standard may be required for more serious allegations.
Company Directors Disqualification Act 1986 6(1)(b)
1 Citers


 
Corbett v Corbett [1998] BCC 93
1998
ChD
Judge Howarth
Company
Judge Howarth observed: "I am well aware of the fact in s.459 cases they are in every bit like an acrimonious divorce case between people whose marriages fail. They are one of the instances in life where frankly bloody-mindedness takes over and people are capable at least of acting in a way of doing the other side down and getting pleasure from doing the other side rather than by acting in accordance with strict, rational forms of behaviour for their own long-term interests and certainly the long-term interests of the company."
Companies Act 1985 459
1 Citers


 
In re Braemar Investments [1998] BCLC 556
1998
ChD
Hoffmann J
Company

1 Cites


 
Demite Ltd v Protec Health Ltd [1998] BCC 639
1998
ChD
Park J
Insolvency, Company
A sale by a receiver potentially fell within the scope of section 320. The receivers were the agents of the company and their act was the company's act. The section expressly excluded from its scoe an arrangement made in the course of a winding up (other than a members' voluntary winding up). In the light of this express exclusion there was no scope for an implied exclusion applicable to a sale by a receiver. A debenture holder could exercise his own power of sale, in which case the sale would be made by him in his own right, and not through the medium of a receiver.
Companies Act 1985 320
1 Citers


 
In re Vocam Europe Ltd [1998] BCC 396
1998


Company
The applicant was entitled to stay an application for a winding up of the company where it had been agreed that such a dispute would be referred to arbitration. The claimant had argued that a stay should not be given because an arbitrator would not have the same powers available to him.
1 Citers


 
Facia Footwear Ltd v Hinchliffe [1998] BCLC 218
1998


Company
A director owes duties to the company's creditors.
1 Citers


 
Re Tech Textiles Ltd [1998] 1 BCLC 256
1998
ChD
Arden J
Company
A disqualified director sought leave under section 17 to act as a director or be concerned or take part in the management of 3 companies and was successful in respect of 1 company. Arden J looked at the statutory basis and observed that the purpose of the unfitness disqualification is protective rather than penal and addressed the circumstances to which the court should have regard when considering an application for leave by an unfit director. She said: "As respects the exercise of the discretion to grant leave there is no express guidance in the statute. It is clearly relevant to the exercise of this discretion to consider the end which disqualification seeks to achieve and the reasons why that end is thought desirable. It is clear, however, from the leading authority of Re Sevenoaks Stationers (Retail) Ltd [1991] Ch 164 that the purpose of s 6 of the 1986 Act is protective rather than penal, and this is the starting point. In practice the section also has a deterrent function since honest directors will not wish their conduct to result in disqualification proceedings . . Leave, however, in my view is not to be too freely given. Legislative policy requires the disqualification of unfit directors to minimise the risk of harm to the public, and the courts must not by granting leave prevent the achievement of this policy objective. Nor would the court wish anyone dealing with the director to be misled as to the gravity with which it views the order that has been made . . To what factors should the court have regard when it is considering the grant of leave? The courts have on many occasions made it clear that they will have regard to two factors in particular : the protection of the public; and the need for the applicant to be a director".
As to the protection of the public Arden J said: "The public for this purpose includes all relevant interest groups, such as shareholders, employees, lenders, customers and other creditors. The process of considering whether the public is adequately protected if leave is given involves considering a number of factors. The court must look at the grounds on which unfitness was found, and in particular whether the applicant had misappropriated any assets or acted knowingly in breach of duty. The court must also have regard to the view that the court took as to the character of the applicant, in particular his honesty, reliability and willingness to accept advice. The previous career of the applicant may also be relevant. Obviously it would also be relevant if he had had a previous disqualification order made against him but that has not been suggested in this case.
As regards the company of which the applicant is to become a director, the court must consider the nature of the company's business, the size of the company, its financial position, the number of directors, the number of its employees and creditors and so on, and the risks involved in the company's particular business so far as it can make any assessment of this. It must also look to see whether there is potential for the matters which were held to constitute unfitness to recur".
Arden J reviewed cases in which safeguarding measures, such as appointment of solicitors or accountants as directors and the imposition of specific controls in order to protect the public and avoid recurrence were considered, and continued: "There are also other matters to which the court should in my view have regard. However, this is not in any way a comprehensive list. For instance the court should take into account the director's conduct since the matters which gave rise to the established grounds occurred, in particular since the proceedings for disqualification were begun. Thus, if he has acted as a director while the proceedings were pending it will be relevant to see whether the companies have carried on business satisfactorily, for instance whether they are trading profitably, have complied with their obligations under the Companies Act or other relevant legislation (such as fiscal legislation) and have paid liabilities as they fall due".
As to the need for the applicant to be a director, she continued: "In this context, 'need' has to be interpreted as practical need. There will be companies where the involvement of the applicant in the capacity sought is vital to customer or investor confidence, or for some other sufficient reason".
Company Directors Disqualification Act 1986 17
1 Cites

1 Citers


 
Secretary of State for Trade and Industry v Anderson and Another Times, 13 January 1998
13 Jan 1998
ChD

Company
An Inspector's side letter to his report to the Secretary of State about a recommendation not to disqualify was admissible in disqualification proceedings.
Company Directors Disqualification Act 1986

 
Zygmund A Lozinski v Teresa Ross [1998] EWCA Civ 27
15 Jan 1998
CA
Lord Justice Brooke
Company, Legal Aid
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.
[ Bailii ]
 
X v United Kingdom 28530/95; [1998] ECHR 117; (1998) 25 EHRR CD88; 25 EHRR CD88
19 Jan 1998
ECHR

Human Rights, Company, Insurance
The complainant said that the system under which he had been declared unfit to be involved in the management of an insurance company was unfair.
European Convention on Human Rights
1 Citers

[ Bailii ]
 
Regina v Secretary of State for Trade and Industry ex parte David Austin Mccormick [1998] EWCA Civ 165
5 Feb 1998
CA

Company

1 Cites

1 Citers

[ Bailii ]
 
Regina v Secretary of State for Trade and Industry Ex Parte Mccormick Gazette, 01 April 1998; Times, 10 February 1998; Gazette, 11 March 1998
10 Feb 1998
CA

Company, Human Rights
Statements made under compulsion could be used in disqualification proceedings at discretion of the Secretary of State.
Company Directors Disqualification Act 1985
1 Cites

1 Citers


 
In Re Oriental Gas Company Ltd Gazette, 26 February 1998; Times, 27 February 1998
26 Feb 1998
ChD

Company
In a petition for unfair prejudice in relation to company activities, an application for dismissal for want of authority may not be struck out for delay.
Companies Act 1986 459

 
Trident International Limited v Christopher John Barlow [1998] 2 BCLC 164
27 Feb 1998
ChD
Eben Hamilton QC
Company, Insolvency

Insolvency Act 1986 11(3)(c)
1 Citers


 
Village Cay Marina Limited v John Acland and others [1998] UKPC 11
4 Mar 1998
PC
Lord Lloyd of Berwick, Lord Nolan, Lord Hoffmann, Lord Hope of Craighead, Sir Andrew Leggatt
Commonwealth, Landlord and Tenant, Company
(British Virgin Islands)
[ Bailii ]
 
Scandecor Development Ab v Scandecor Marketing Ltd and Another Times, 09 March 1998; Gazette, 25 March 1998; [1998] FSR 500
9 Mar 1998
ChD

Intellectual Property, Company
A company with same name as a registered trademark could trade under that name provided the use was honest and otherwise within the section.
Trade Marks Act 1994 11(2)(a)
1 Citers



 
 In Re Hamlet International Plc; In Re Jeffrey Rogers (Imports) Ltd; ChD 13-Mar-1998 - Times, 13 March 1998
 
In Re Philip Powis Ltd Gazette, 18 March 1998
18 Mar 1998
CA

Company
The court may revive a dissolved company to allow a claim for personal injuries if the claimant, though out of time, had prospects of extending the limitation period.
Companies Act 1985 651

 
Peter Edward Marshall v Stephen Bullock [1998] EWCA Civ 561
27 Mar 1998
CA

Company

[ Bailii ]
 
Oxnard Financing SA v Dr Christian Rahn; Hans-Jakob Biedermann; Martin Haab-Biedermann and Frank Bodmer Times, 22 April 1998; Gazette, 13 May 1998; [1998] EWCA Civ 594
1 Apr 1998
CA

Jurisdiction, Company
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.
[ Bailii ]
 
Sawadi v Martin Mathew Patrick Dundon; Anne Higgins; Catherine Long and Manorpark Builders Limited [1998] EWCA Civ 598
2 Apr 1998
CA

Company
Application for leave to appeal out of time.
[ Bailii ]

 
 Hughes and Another v Beckett and others; CA 6-Apr-1998 - [1998] EWCA Civ 642

 
 Don King Productions Inc v Warren and Others; ChD 13-Apr-1998 - Times, 13 April 1998; Gazette, 13 May 1998; [2000] Ch 291; [1998] 2 All ER 608

 
 Brennan v Brighton Borough Council; CA 23-Apr-1998 - [1998] EWCA Civ 689
 
Williams and Another v Natural Life Health Foods Ltd and Another Times, 01 May 1998; Gazette, 28 May 1998; [1998] UKHL 17; [1998] 1 WLR 830; [1998] BCC 428; (1998) 17 Tr LR 152; [1998] 1 BCLC 689; [1998] 2 All ER 577
30 Apr 1998
HL
Lord Goff of Chieveley, Lord Steyn, Lord Hoffmann, Lord Clyde, Lord Hutton
Company, Negligence
A company director was not personally reliable in negligence for bad advice given by him as director unless it could clearly be shown that he had willingly accepted such personal responsibility. A special relationship involving an assumption of personal liability must be established before a company director can become liable for negligent misstatement under the Hedley Byrne principles. Lord Steyn: "The touchstone of liability is not the state of mind of the defendant. An objective test means that the primary focus must be on things said and done by the defendant or on his behalf. Obviously the impact of what a defendant says or does must be judged in the light of the relevant contextual scene. Subject to this qualification the primary focus must be on exchanges (in which term I include statements and conduct) which cross the line between the defendant and the plaintiff." As to whether he was liable as a joint tortfeasor: "In any event, the argument is unsustainable. A moment's reflection will show that, if the argument were to be accepted in the present case, it would expose directors, officers and employees of companies carrying on business as providers of services to a plethora of new tort claims. The fallacy in the argument is clear. In the present case liability of the company is dependent on a special relationship with the plaintiffs giving rise to an assumption of responsibility. Mr Mistlin was a stranger to that particular relationship. He cannot therefore be liable as a joint tortfeasor with the company. If he is to be held liable to the plaintiffs, it could only be on the basis of a special relationship between himself and the plaintiffs. There was none. I would therefore reject this alternative argument."
1 Cites

1 Citers

[ House of Lords ] - [ Bailii ]
 
Duckwari Plc v Offerventure Ltd and Another: In Re Duckwari Plc (no 2) Gazette, 20 May 1998; Times, 18 May 1998; Gazette, 03 June 1998; [1998] EWCA Civ 803; [1999] Ch 253; [1998] 2 BCLC 315
8 May 1998
CA
Nourse, Pill, Thorpe LJJ
Company, Contract
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.
Companies Act 1985 320 322(3) 727
1 Cites

1 Citers

[ Bailii ]
 
Charles Donald Leedham Collins v G Lane, C Cornish and Worcester Norton Sports Club Limited [1998] EWCA Civ 816
12 May 1998
CA

Natural Justice, Company

[ Bailii ]
 
Harrods Limited v Harrods (Buenos Aires) Ltd and Harrods (South America) Ltd [1998] EWCA Civ 874
21 May 1998
CA
Nourse, Potter, Mummery LJJ
Intellectual Property, Company

1 Cites

[ Bailii ]

 
 Standard Chartered Bank v Pakistan National Shipping Corporation and Others (No 3); ComC 27-May-1998 - Times, 27 May 1998; [1999] 1 Lloyds Rep 747
 
In Re Double S Printers Ltd (In Liquidation) Times, 02 June 1998
2 Jun 1998
QBD

Company
A debenture holder could only create a fixed charge over a company's book debts if he had effective right of control over the conduct of the business and the collection of its debts.

 
Secretary of State for Trade and Industry v Baker, Bax, Broadhurst and others [1998] EWCA Civ 943; [1999] 1 WLR 1985; [1999] 1 BCLC 226; [1999] BCC 639; [1999] 1 All ER 311
9 Jun 1998
CA
Swinton Thomas, Waller, Chadwick LJJ
Company, Natural Justice
Application for leave to appeal agaist orders made against the directors of Barings plc following its collapse. The appellants alleged abuse of process and unfairness and double jeopardy. Held: "It is true that the underlying facts of the charges brought by the SFA and the Secretary of State are the same. However, as Lord Justice Chadwick has set out very fully in his judgment, the status, the issues and the consequences of the two sets of proceedings have very important differing features. " The application was dismissed.
Company Directors Disqualification Act 1986
[ Bailii ]
 
in Re Atlantic Computers PLC Unreported, 15/06/1998
15 Jun 1998
ChD
Timothy Lloyd J
Company
Timothy Lloyd J summarised the authorities on the standard of misbehaviour to be shown to found disqualification of a company director and said: " In order to disqualify a respondent the court has to be satisfied that he or she "has fallen below the standards of probity and competence appropriate for persons fit to be directors of companies" . . This is a minimum standard . . It is also appropriate to recall that the purpose of the legislation is to improve the standard of conduct of company directors . . The point of a disqualification order is, by depriving the respondent of the liberty to take part in the management of a business carried on with the privilege of limited liability, to protect the public both from misconduct of a business by that director and also by a deterrent effect in relation to other company directors. . A consistent theme in the cases under the Act is that, while the Court must consider the extent of a respondent's responsibility . . a director cannot avoid his responsibility by leaving the management to another or others."
1 Citers


 
Re RAC Motoring Services Ltd [2000] 1 BCLC 307
8 Jul 1998
ChD
Neuberger J
Company
The court approved a scheme of arrangement allowing the RAC to sell off its roadside car resue service and to amend its constitution to allow distribution of the assets to members of the company. The effect of the scheme was that the members ceased to be members of RACL. A new company named RAC Acquisitions became the sole member of RACL. RAC Acquisitions itself became a subsidiary of RAC Holdings Limited ( RACH). One share of £1 each in RACH was allotted to each person who was a member of RACL at the close of business on 8 July 1998. That share was later divided into 2 shares of 50p each. In addition, each of those former members of RACL became a member of New Club Company Limited, to which the entire share capital of a company called Club Acquisition Company Limited (CACL) was transferred. CACL had, while it was a subsidiary of RACL, acquired all the assets of RACL. The New Club Company, which became and remains the ultimate proprietor of the Club, was later re-named "The Royal Automobile Club Limited." RACL was re-named "RAC Limited" and was subsequently re-registered as an unlimited company with a share capital, whereupon its name became "RAC."
Companies Act 1985 485
1 Citers


 
In re Market Wizard Systems (UK) Ltd [1998] EWHC 1209 (Comm)
14 Jul 1998
ComC
Carnwath J
Company, Insolvency
The Secretary of State sought the winding up of the company on public interest grounds.
[ Bailii ]
 
In Re Legal Costs Negotiators Ltd Times, 15 July 1998
15 Jul 1998
ChD

Company
S450 proceedings should not be used where the fault had already been remedied but arose usually out of an abuse in some way of the powers in a company's constitution.
Companies Act 1985 459


 
 Dubai Aluminium Company Ltd v Salaam and Others; QBD 17-Jul-1998 - Times, 04 September 1998; [1998] EWHC 1204 (Comm); [1999] 1 Lloyd's Rep 415
 
Watson and Another v Dutton Forshaw Motor Group Ltd and others [1998] EWCA Civ 1270
22 Jul 1998
CA

Company, Commercial

1 Citers

[ Bailii ]
 
Fabrizio Conti v Ueberseebank A G Times, 12 October 1998; [1998] ScotCS 17
2 Oct 1998
OHCS
Lord Osborne
Company, Scotland
(Scotland) A company director and shareholder who had agreed with board's decision to apply for company to be wound up could not later apply to set aside that application on the grounds that he was a person 'aggrieved' by that decision.
Companies Act 1985 853
1 Cites

1 Citers

[ Bailii ] - [ ScotC ]

 
 In Re A Company (No 003689 of 1998); ChD 7-Oct-1998 - Times, 07 October 1998

 
 In re Bayoil SA and In the Matter of Insolvency Act 1986 Seawind Tankers Corporation v Bayoil SA; CA 12-Oct-1998 - Times, 12 October 1998; [1999] 1 WLR 147; [1998] EWCA Civ 1364
 
Wylie v Corrigan and Ansari [1998] ScotCS 24; (1999) SC 97
13 Oct 1998
SCS
Lord Coulsfield
Scotland, Company
The question was whether accounts which had been produced by the continuing partners, but which had been prepared not by them but by an auditor, were ones which they themselves could refer to arbitration or which, having been produced by them, were binding on them. Held. A court will be reluctant to find, as a matter of implication, that an outgoing partner has been deprived of his right to object to the contents of accounts prepared after he has left the partnership.
1 Citers

[ Bailii ] - [ ScotC ]
 
Simons v Redhill and Reigate Golf Club [1998] EWCA Civ 1583
21 Oct 1998
CA

Company

[ Bailii ]
 
Golden Bay Cement Company Limited v The Commissioner of Inland Revenue [1998] UKPC 42
29 Oct 1998
PC
Lord Browne-Wilkinson, Lord Nolan, Lord Hope of Craighead, Lord Clyde, Sir John Balcombe
Company, Income Tax
(New Zealand)
[ Bailii ]
 
Leakey v Jarrett [1998] EWCA Civ 1694
5 Nov 1998
CA

Company, Insolvency, Litigation Practice

[ Bailii ]

 
 Joyce v Morrissey and Others; CA 16-Nov-1998 - Times, 16 November 1998; Gazette, 10 December 1998
 
Duckwari Plc v Offerventure Ltd and Brian Stanley Cooper; In Re Duckwari Plc (No 2) Times, 07 January 1999; Gazette, 27 January 1999; [1998] EWCA Civ 1795; [1999] Ch 268
19 Nov 1998
CA

Company
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 defendant directors the loss resulting form the acquisition. Held: The indemnity given to a company by its directors in respect of the purchase of property from a director, did not extend beyond the losses actually suffered to the borrowing costs of the acquisition.
Companies Act 1985 320 322
1 Cites

1 Citers

[ Bailii ]

 
 Don King Productions Inc v Warren; Roberts; Centurion Promotions Limited (Formerly Sports Network Limited); Sports Network Usa, Inc; Time Warner Entertainment Company, Lp and Sport International, Inc; CA 19-Nov-1998 - Times, 09 February 1999; [1998] EWCA Civ 1794; [2000] Ch 291; [2000] 1 BCLC 607; [1999] EMLR 402; [1999] 1 Lloyds Rep 588; [1999] 3 WLR 276; [1999] 2 All ER 218

 
 In Re Barings Plc, Secretary of State for Trade and Industry v Baker (No 5); ChD 25-Nov-1998 - Gazette, 25 November 1998; [1999] 1 BCLC 433
 
Brown, Brown v Bennett, Freedman Scott and Others [1998] EWCA Civ 1881
1 Dec 1998
CA
Morritt, Aldous, Hutchinson LJ
Company
Morritt LJ discussed the 'corporate opportunitycases': "Those are cases in which a beneficial commercial opportunity comes the company's way and forms knowledge owned or possessed by the directors as agents for the company. Those directors then seek to use that knowledge or opportunity for themselves and are subsequently held to be constructive trustees of it and of its fruits for the company whence they took it." As to Cook v Deeks: " . . . it seems to me that in cases such as that there is a distribution or a disposal of the property of the company in breach of trust."
1 Cites

1 Citers

[ Bailii ]

 
 Yorkshire Bank Plc v Hall; Hall; Hall and Mann; CA 18-Dec-1998 - Times, 14 January 1999; [1998] EWCA Civ 1961; [1999] 1 WLR 1713; [1999] 1 All ER 879

 
 Guinness Peat Group Plc v British Land Company Plc and others; CA 18-Dec-1998 - [1998] EWCA Civ 1956
 
Stocznia Gdanska Sa v Latreefers Inc [1998] EWHC 1203 (Comm); [1999] 1 BCLC 271
21 Dec 1998
ComC
Lloyd J
Insolvency, Company
In some cases the appointment of a provisional liquidator of an insolvent company may be justified because of his ability to investigate possible claims against directors for fraudulent or wrongful trading.
Insolvency Act 1986
1 Citers

[ Bailii ]
 
Re Landhurst Leasing plc Unreported, 21 December 1998
21 Dec 1998
ChD
Hart J
Company

1 Cites


 
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