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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: 1999 To: 1999

This page lists 66 cases, and was prepared on 02 April 2018.

 
Re Dawes and Henderson Agencies Ltd [1999] 2 BCLC 317
1999
ChD
Sir Richard Scott V-C
Company
Sir Richard Scott V-C considered the effect of the relative strength of the case as to need on the degree of risk to the public that might be acceptable on any resumption of company director responsibilities, and concluded that in a strong case of need some slight risk might be acceptable: "In a case where no need has been demonstrated on the company's part to have the applicant as its director or, from a business point of view, on the applicant's part to be a director, there would need, I think, to be only a very small risk to the public which the granting of leave might produce to justify the refusal of the application. Per contra, if a substantial and pressing need on the part of the company, or on the part of the individual in order to be able to earn his living, could be shown in favour of the grant of leave then it might be right to accept some slight risk to the public if the leave sought were granted".
Company Directors Disqualification Act 1986 17
1 Citers


 
Re Astec (BSR) Plc [1999] BCC 59
1999
ChD
Jonathan Parker J
Company
Jonathan Parker J said: "The concept of "legitimate expectation" . . can have no place in the context of public listed companies . . Its introduction in that context would, as it seems to me, in all probability prove to be a recipe for chaos. If the market in a company's shares is to have any credibility, members of the public dealing in that market must it seems to me be entitled to proceed on the footing that the constitution of the company is as it appears in the company's public documents, unaffected by any extraneous equitable considerations and constraints."
1 Citers



 
 Re Kaytech International plc; Secretary of State for Trade and Industry v Kaczer and others; CA 1999 - [1999] 2 BCLC 351
 
Bank of Credit and Commerce International (Overseas) Ltd and Another v Akindele [1999] BCC 669
1999
ChD
Carnwath J
Company
Chief Akindele agreed in 1985 with ICIC Overseas to invest US$10m in the purchase of 250,000 shares of BCCI Holdings, and to hold the shares for two years. If he wanted to sell the shares after the expiry of two years and up to five years from the date of the agreement, ICIC Overseas undertook to sell the shares at a price which would give him a return of 15% per annum on his investment, compounded annually. In 1988 Chief Akindele decided to terminate the agreement and did so by an agreement (the divestiture agreement) under which he was paid a total of US$ 16.679m. The fraud underlying the 1985 agreement was a fraud being carried on by BCCI, namely the purchase of its own shares through nominees, including ICIC Overseas, financed by “dummy” loans made to the nominees by companies within the BCCI group. In order to disguise from its auditors and regulators that the dummy loans were in fact non-performing, real money had to be raised and raised in such a way as not to create balance sheet liabilities. Offering Chief Akindele the opportunity of investing on the terms of the 1985 agreement achieved that aim. BCCI claimed that Chief Akindele was liable as a constructive trustee both on the grounds of “knowing assistance” and, in relation to the 1988 divestiture payment, on grounds of “knowing receipt”. Held: the Court applied to both questions the test of whether the defendant had been dishonest by the objective standard.
1 Cites

1 Citers



 
 A Best Floor Sanding Pty Ltd v Skyr Australian Pty Ltd; 1999 - [1999] VSC 170

 
 Re Barings and Others (No 3); ChD 1999 - [2000] 1 WLR 634; [1999] 1 All ER 1017; [1999] BCC 960

 
 In Re Wimbledon and Merton Democratic Club Society Ltd; ChD 7-Jan-1999 - Times, 07 January 1999
 
In Re Continental Assurance Company of London Plc (In Liquidation) (2) Gazette, 10 February 1999; Times, 14 January 1999
14 Jan 1999
ChD

Insurance, Insolvency, Company
The rules are intended to provide a comprehensive and unitary scheme of management of company liquidations, and in voluntary liquidation, the date of the resolution commencing the dissolution is to be used as the date of the winding up order.
Insurance Companies (Winding Up) Rules 1985 95 L2

 
White v Minnis and Another Times, 18 January 1999; Gazette, 27 January 1999; [1999] 1 WLR 2079
18 Jan 1999
ChD
Park J
Company
On the dissolution of a partnership, the valuation of assets was to be in accordance with the partnership deed but in the absence of explicit guidance property was to be valued at the date of dissolution and not at an historic value used in accounts. Park J "Where a partner dies or retires and his interest in the partnership assets accrues to the continuing partners, the amount payable to him is determined by reference to the partnership agreement. However the court leans to the conclusion that the agreement requires the amount payable to be ascertained by reference to the true current values of the assets, not by reference to their historic costs. That conclusion can be displaced by contrary provisions in the partnership agreement, but the provisions need to be clear. If the wording is broadly neutral as between taking current values or historic costs, it is very likely that the court will take current values. Further, a decision to take historic costs is unlikely to be justified merely on the ground that in earlier balance sheets which have not been relevant to the death or retirement of a partner the book values of assets have been their historic costs, without revaluations to current costs."
1 Cites

1 Citers



 
 Trustor Ab v Smallbone and others; CA 19-Jan-1999 - [1999] EWCA Civ 609
 
In Re Surrey Leisure Ltd Times, 25 January 1999; Gazette, 10 February 1999
25 Jan 1999
ChD

Company
In company director disqualification proceedings the person applying for the order could nominate more than one lead company in the proceedings, but he did not have a duty to name all the lead companies.
Company Directors Disqualification Act 1986 16(1)
1 Citers



 
 Milne v Kennedy and Others; CA 28-Jan-1999 - Times, 11 February 1999; [1999] EWCA Civ 668

 
 North Holdings Limited v Southern Tropics Limited; Nicholas Andrew Clarke; Lesley Ann Gale-Clarke and Kasmare Limited; CA 29-Jan-1999 - [1999] EWCA Civ 681; [1999] 2 BCLC 625

 
 Bromarin Ab and Another v IMD Investments Limited; CA 29-Jan-1999 - [1999] EWCA Civ 678; [1999] STC 301
 
Wright and Another v Atlas Wright (Europe) Ltd Gazette, 24 February 1999; Gazette, 12 May 1999; Times, 03 February 1999
3 Feb 1999
CA

Company
Agreements, by which directors were given rights to payments for life, terminable only at their discretion were valid. The agreements were intra vires, and the agreement and support of the only shareholder validated them, even though the strict procedure had not been followed.
Companies Act 1985 319

 
Shuttleworth v Secretary of State for Trade and Industry Times, 09 February 1999; Gazette, 24 February 1999
9 Feb 1999
ChD

Company
The discretion of the court to allow a disqualified company director to take on the duties of a director, is complete and is not to be fettered. Whether the reason for wanting to act is personal or for business is not decisive.
Company Directors Disqualification Act 1986 17


 
 Secretary of State for Trade and Industry v Peter Bottrill; CA 12-Feb-1999 - Gazette, 10 March 1999; Gazette, 27 June 1999; [1999] EWCA Civ 781; [1998] IRLR 120; [1999] IRLR 326; [1999] ICR 592; [1999] BCC 177
 
George Dunne Cameron Hosking v Legal and General Ventures Limited (2) [1999] EWCA Civ 775
12 Feb 1999
CA

Contract, Company, Intellectual Property

1 Cites

1 Citers

[ Bailii ]
 
In Re Companies Act 1985 and In Re BTR Plc [1999] EWCA Civ 829
19 Feb 1999
CA

Company

Companies Act 1985
[ Bailii ]
 
Macpherson and Another v European Strategic Bureau Ltd Times, 01 March 1999; [1999] 2 BCLC 203
1 Mar 1999
ChD
Ferris J
Company
There had been no unlawful distribution under a shareholders' agreement where quasi-partners were given a share of future earnings for contracts initiated by them before retirement in proportion to previous stake in the company. A director ought to be relieved against a failure to declare an interest in a contract where: "No amount of formal disclosure by each to the other would have increased the other's relevant knowledge."
Companies Act 1985 263(1)
1 Citers


 
The Official Receiver v John Brunt, Paul Derek Silver, Nigel Howard Nugent [1999] EWCA Civ 879
2 Mar 1999
CA

Insolvency, Company, Costs

[ Bailii ]
 
Fletcher and Another v Royal Automobile Club Times, 03 March 1999; Gazette, 17 March 1999
3 Mar 1999
ChD

Company
Where a court order for the re-arrangement of a company was alleged to have been obtained by fraud, the order approving the scheme was not beyond challenge, and the court had power to set it aside in appropriate circumstances.
Companies Act 1985 425(2)


 
 Affleck and Others v Newcastle Mind and Others; EAT 10-Mar-1999 - Gazette, 11 August 1999; (1999) IRLR 405; [1999] UKEAT 537_98_1003; [1999] ICR 852
 
Morris and Others v Hateley and Another Times, 10 March 1999; Gazette, 31 March 1999
10 Mar 1999
CA

Company
Majority shareholders having asserted control over a company to remove a minority shareholder from his involvement as a director in the management of the company did not have the right to require him to sell his shares to them.
Companies Act 1985 459

 
Banco Nacional De Cuba v Cosmos Trading Corporation [1999] EWCA Civ 1047
22 Mar 1999
CA

Company, Insolvency
Appeal against refusal to order strike out of claim as abuse of process.
Insolvency Act 1986 220(1)
[ Bailii ]
 
Thomas and an v Maxwell (Secretary of State for Trade and Industry intervening) Gazette, 08 April 1999
8 Apr 1999
ChD

Company
A party giving evidence to inspectors under the Companies Act was not in contempt for refusing to give a confidentiality undertaking. There is no power to require one, but the information was protectable as confidential in any event.
Companies Act 1985 436

 
Top Creative Ltd and Another v St Albans District Council [1999] EWCA Civ 1174
14 Apr 1999
CA

Contract, Company

[ Bailii ]
 
Greeves (The ) v Barclays Mercantile Business Finance Limited and Mercantile Credit Company Limited [1999] EWCA Civ 1234
22 Apr 1999
CA

Company, Insolvency

[ Bailii ]

 
 Regina v Her Majesty's Commissioners of Inland Revenue ex parte Bishopp (for and on Behalf of Partners In Price Waterhouse (a Firm)); Admn 27-Apr-1999 - Times, 18 May 1999; [1999] EWHC Admin 358; [1999] STC 531
 
BOC Group Plc v Centeon Llc and Centeon Bio-Services Inc [1999] EWCA Civ 1293; [1999] 1 All ER (Comm) 970
29 Apr 1999
CA
Evans LJ, Brooke LJ
Contract, Equity, Company
The court was asked whether a clause in a share sale agreement setting out the payment obligation worked to preclude the purchaser from exercising a right of set-off when the time comes to pay a later instalment of the price. Held: The appeal was dismissed. The right of set-off had effectively been excluded. "The meaning of general words, even "whatsoever", may be limited by the context in which they appear. They may be used to refer to a class or category, a genus (or what Mr Pollock called a tribe) of which some but not necessarily all the members are identified in the clause. " and "the hypothesis that the parties intended to exclude rights of set-off can be tested in this way: what words might they have used to make their meaning clear? There is not necessarily a magic formula, but words such as "payment in full without deduction or withholding of any sort" are all familiar in contexts such as this. The failure of the parties to use any such words amounts to an eloquent silence. But this is not determinative of the meaning which the parties did in fact use. The phrase used, that is to say "not affected by ... whatsoever" does tend to include rather than exclude. That is to say, in the present case tends towards meaning that the payment of the full amount due shall not be affected in any way."
1 Cites

1 Citers

[ Bailii ]
 
Hothi; Chahal v Khella; Jhaj and Thind [1999] EWCA Civ 1371
10 May 1999
CA

Company

[ Bailii ]
 
Attorney General's Reference (No 2 of 1998) Times, 10 May 1999; Gazette, 26 May 1999
10 May 1999
CA

Company
The requirement to explain a document in the section extended beyond explanation of the text and included its creation, authorship, accuracy, intended use, destination and significance. The questions still needed to reasonable within the investigation.
Companies Act 1985 447

 
Odebrecht Oil and Gas Services Ltd v North Sea Production Co Ltd Unreported, 10 May 1999
10 May 1999
ChD
Dyson J
Company

1 Citers


 
Pegasus Holdings Plc v Changemarch Ltd; Alliance and Jebreel [1999] EWCA Civ 1396
12 May 1999
CA

Company, Contract

[ Bailii ]
 
Re Rw Peak (Kings Lynn) Ltd [1998] 1 Bclc 193 Gazette, 12 May 1999
12 May 1999
CA

Company
All shareholders agreed for the company's purchase of one's shares. One said this was void, that the formalities had not been followed, the company said all the shareholders agreed. The court held the formalities protected others also; the deal was void.
Companies Act 1985 143, 164

 
Regina v City of Bath College Corporation ex parte Hedley Bashforth [1999] EWHC Admin 442
17 May 1999
Admn

Education, Company

[ Bailii ]

 
 O'Neill and Another v Phillips and Others; In re a Company (No 00709 of 1992); HL 20-May-1999 - Gazette, 09 June 1999; Times, 21 May 1999; Gazette, 02 September 1999; [1999] UKHL 24; [1999] 1 WLR 1092; [1999] BCC 600; [1999] 2 All ER 961; [1999] 2 BCLC 1
 
The Trustee of the Property of Jan Yngve Pehrsson, a bankrupt v Madeleine von Greyerz [1999] UKPC 26
16 Jun 1999
PC

Commonwealth, Company, Equity, Trusts
PC (Gibraltar) The mere appointment of trustees of shares without the delivery to the trustees of forms of transfer did not give rise to a trust. Held: A gift was intended to take effect by a transfer of the shares and it is therefore impossible to construe it as having taken place by a change in the beneficial interest before the transfer had been registered. It is true that in accordance with the decision in In re Rose a gift of shares will be regarded as completed even before registration when the donor has clothed the beneficiary with the power to obtain registration. Thus when the donor has executed a transfer and delivered it to the beneficiary or his agent, equity regards the gift as completed. No further act on the part of the donor is needed to vest the legal title in the beneficiary and the donor has no power to prevent it. But this principle could not apply to the present case until the nominee shareholders had executed and delivered transfers into her possession or constituted themselves agents for her. Until that time, they remained nominees for the donor and it was open to him to countermand the gift. Since the transfers were not executed until the same day as registration took place, the principle in In re Rose is of no assistance to her.
1 Cites

1 Citers

[ Bailii ] - [ PC ] - [ PC ] - [ PC ]
 
Collins v G Lane C Cornish Worcester Norton Sports Club Limited [1999] EWCA Civ 1641
22 Jun 1999
CA

Company
The appellant challenged rejection of his claim to entitlement to membership of the respondent club.
[ Bailii ]
 
Demite Limited v Protec Health Limited; Dayman and Gilbert [1999] EWCA Civ 1668
24 Jun 1999
CA

Insolvency, Company

1 Cites

[ Bailii ]
 
Circuit Systems Ltd (In Liquidation), W J Basten v Zuken-Redac (Uk) Ltd (Formerly Racal-Redac (Uk) Ltd) [1999] EWHC Technology 221
25 Jun 1999
TCC

Company

1 Cites

1 Citers

[ Bailii ]
 
Winpar Holdings Ltd v Ransomes Plc
1 Jul 1999
CA
The Lord Chief Justice Of England, Lord Justice Otton And Lord Justice Robert Walker
Company
The company had been given permission to cancel a share premium account. Changes in circumstances brought the matter back for reconsideration.
Companies Act 1985 130
1 Cites


 
Ransomes Plc and In the Matter of Companies Act 1985 [1999] EWCA Civ 1732
1 Jul 1999
CA

Company

Companies Act 1985
[ Bailii ]
 
Marisa Luisa Waite v Terence Michael Waite; D A Bhatti; Birchleaf Engineering Limited and James Thompson [1999] EWCA Civ 1750
2 Jul 1999
CA

Company

[ Bailii ]
 
Kieth Platt v Colin Platt and Another [1999] 2 BCLC 745
19 Jul 1999
ChD

Torts - Other, Company

1 Citers


 
McGladdery v McGladdery Times, 05 October 1999; Gazette, 29 September 1999; [1999] EWCA Civ 1908
21 Jul 1999
CA

Family, Company
A husband having been ordered to transfer his shares in a private company to his wife, found that she had breached the undertaking she had given as part of the order, and had used her majority shareholding to dispose of company assets out of the jurisdiction, leaving her bankrupt and unable to fulfil her part of the order, andreducing further the value of his own shareholding. His application to set aside the transfer under the section failed, since this could only apply up to the time of the order, and the court could not control a third party (the company): "There has been no extraordinary change undermining the foundation of the 1993 Order. All that has happened is that the wife has flouted it and then has frustrated its enforcement. It is important that final Orders are recognised as just that."
Matrimonial Causes Act 1973 37(2)
1 Cites

1 Citers

[ Bailii ]

 
 In the Matter of Blenheim Leisure (Restaurants) Limited; CA 26-Jul-1999 - Gazette, 02 September 1999; Times, 13 August 1999; [1999] EWCA Civ 1963
 
In Re Surrey Leisure Ltd; Official Receiver v Keam and Another Times, 28 July 1999
28 Jul 1999
CA

Company
An applicant for a company director disqualification order was permitted to name more than one company as the lead company in its application. The Interpretation Act operated to resolve any ambiguity or lack of clarity in favour of an interpretation allowing multiple lead companies. The notice of intention to apply need not either mention all intended lead companies.
Company Directors Disqualification Act 1986 6
1 Cites


 
Trident International Limited v Barlow; Hughes and Goodman (the Joint Administrators of Hamley Plc and Jeffrey (Rogers) Imports Limited [1999] EWCA Civ 2061; [2000] BCC 602
30 Jul 1999
CA
Henry LJ, Mummery LJ, Chadwick LJ
Insolvency, Company
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 possession as distinct from the right to detain possession
Insolvency Act 1986 11(3)(c) - Companies Act 1985 395
1 Cites

1 Citers

[ Bailii ]

 
 John Flynn v Robin Thompson and Partners (a Firm); CA 24-Aug-1999 - Gazette, 10 February 2000; Times, 14 March 2000; [1999] EWCA Civ 2106
 
Compagnie de Saint-Gobain, Zweigniederlassung Deutschland v Finanzamt Aachen-Innenstadt C-307/97; [1999] EUECJ C-307/97
21 Sep 1999
ECJ

European, Company
Europa Article 52 of the Treaty and Article 58 preclude the exclusion of a permanent establishment in Germany of a company limited by shares having its seat in another Member State from enjoyment, on the same conditions as those applicable to companies limited by shares having their seat in Germany, of tax concessions taking the form of:
- an exemption from corporation tax for dividends received from companies established in non-member countries (corporation tax relief for international groups), provided for by a treaty for the avoidance of double taxation concluded with a non-member country,
- the crediting, against German corporation tax, of the corporation tax levied in a State other than the Federal Republic of Germany on the profits of a subsidiary established there, provided for by German legislation, and
- an exemption from capital tax for shareholdings in companies established in non-member countries (capital tax relief for international groups), also provided for by German legislation.
The refusal to grant those tax concessions - which primarily affects non-resident companies and is based on the criterion of the company's corporate seat in determining the applicable tax rules - makes it less attractive for such companies to have intercorporate holdings through branches in the Member State concerned, which thus restricts the freedom to choose the most appropriate legal form for the pursuit of activities in another Member State, which the second sentence of the first paragraph of Article 52 of the Treaty expressly confers on economic operators. In view of the fact that, as regards liability to tax on dividend receipts in Germany from shares in foreign subsidiaries and sub-subsidiaries and on the holding of those shares, companies not resident in Germany having a permanent establishment there and companies resident in Germany are in objectively comparable situations, the difference in treatment to which branches of non-resident companies are subject in comparison with resident companies must be regarded as constituting an infringement of Articles 52 and 58 of the Treaty.
As regards, specifically, the refusal to grant to permanent establishments of non-resident companies the international group relief provided for by a bilateral agreement, concluded in order to prevent double taxation, finds no justification in the fact that the Member States are at liberty, in the framework of such agreements, to determine the connecting factors for the purposes of allocating powers of taxation as between themselves. As far as the exercise of the power of taxation so allocated is concerned, the Member States nevertheless may not disregard Community rules, under which the national treatment principle requires a Member State which is party to the agreement to grant to permanent establishments of non-resident companies the advantages provided for thereunder on the same conditions as those which apply to resident companies.
[ Bailii ]
 
Micro Leisure Limited v County Properties and Developments Limited and Another Times, 12 January 2000; [1999] ScotCS 240
15 Oct 1999
OHCS
Lord Hamilton
Company
When the court looked at the acquisition of property from a company by a director or a person connected with that director, and had to assess the objective value of the property acquired, the court had to look at the value as judged to the person acquiring the property rather than the market value.
Companies Act 1985 320(2)
[ Bailii ]
 
In Re Blenheim Leisure (Restaurants) Ltd (No 2) Gazette, 20 October 1999; Times, 26 October 1999
26 Oct 1999
ChD

Company
On an application to restore a company to the register, the court has the power to impose conditions, whether as pre-conditions or whether by accepting undertakings as to the circumstances for restoral. Such conditions however must be intended primarily for the benefit of either the company or of the Registrar.
Companies Act 1985 653


 
 Arrow Nominees Inc, Blackledge v Blackledge; ChD 2-Nov-1999 - Times, 08 December 1999; [1999] EWCA 198; [2000] BCLC 187
 
In Re Norditrack (Uk) Ltd Times, 11 November 1999
11 Nov 1999
ChD
Arden J
Insolvency, Company
A voluntary winding up is deemed to take place when the resolution for it was passed. The practice of passing such a resolution to take effect only upon the revocation of an administration order was ineffective. The correct way was for an order regarding the administration to be made but held pending notification of the passing of the resolution by the company.
Insolvency Act 1986 86

 
Keene v Martin Gazette, 17 November 1999; Times, 11 November 1999
11 Nov 1999
CA

Company
The section allowed the court to decide both to allow the rectification of a company's registers and also to decide the true ownership of shares. Although a summary procedure was not appropriate for the settlement of cases involving substantially disputed issues of fact, the over-riding purpose of the court rules should be allowed to enable the court to make directions appropriate for the deciding of the issues in the case.
Companies Act 1985 395(1) 395(3)

 
Regina v Evans (Andrew) Times, 16 November 1999
16 Nov 1999
CACD

Criminal Sentencing, Company
The Act was not solely punitive in its nature. The intention was, in addition, to provide protection to the public and other traders from the defendants activities. This meant that there need be no mathematical link between the length of any custodial sentence, and the length of any ban from acting as a company director.
Company Directors Disqualification Act 1986

 
Imperial Chemical Industries Plc v Colmer (Inspector of Taxes) (No 2) Times, 24 November 1999; Gazette, 01 December 1999; [1999] 1 WLR 2035; [1999] UKHL 48; [1999] UKHL TC_72_1
18 Nov 1999
HL

Corporation Tax, European, Company
Where a group of companies sought consortium group relief, but the majority of the companies within the group were based outside the European Union, the court need not apply European Union standards to the test, but could instead apply the standards appropriate to the UK, and accordingly refuse the relief.
Income and Corporation Taxes Act 1988 258 (5) (b)
1 Cites

1 Citers

[ House of Lords ] - [ House of Lords ] - [ House of Lords ] - [ Bailii ] - [ Bailii ]
 
In Re T and D Industries Plc and Another Times, 23 November 1999; Gazette, 01 December 1999
23 Nov 1999
ChD
Neuberger J
Insolvency, Company
An administrator appointed under the Act was free to dispose of a company's assets without first making an application to court for permission, and without first obtaining approval of his proposal from the creditors. The administrator's role would require difficult and sometimes urgent decisions.
Insolvency Act 1986 8(3)

 
Regina v Dixon Times, 24 November 1999
24 Nov 1999
CACD

Criminal Sentencing, Financial Services, Company
It was wrong to imprison a company director for non-payment of pension contributions required to be made by the company where such amounts had been deducted from wages for this purpose, save in the presence of a fraudulent evasion. There was already a civil penalty imposed, and new legislation was to replace the offence of late payment with and offence of fraudulent evasion.
Pensions Act 1995 49 (8)

 
Coutts and Co v Stock Times, 30 November 1999; Gazette, 17 December 1999; [1999] EWHC Ch 191; [2000] 1 WLR 906
24 Nov 1999
ChD
Lightman J
Company, Insolvency, Banking
Where an ailing company continued to trade, section 127 operated as between the company and its directors and creditors, and not so as to invalidate payments made by the company's bank on cheques drawn before the date of presentation of the petition, and honoured before the date of the winding up order. Accordingly when an overdraft arose as a result of such payments, a person guaranteeing the company's overdraft remained liable for the result.
The acts of a Bank in honouring cheques drawn on an insolvent company's overdrawn account were a loan by the Bank to the company, but not a disposition of the company's property. Section 127 "does not invalidate a company's assumption of liabilities".
Insolvency Act 1986 127
[ Bailii ]
 
In Re Migration Services International Ltd Times, 02 December 1999; Gazette, 08 December 1999
2 Dec 1999
ChD

Company
When considering whether to impose a disqualification order upon a company director, it was relevant to consider the unlawful and unauthorised use of the name of a liquidated company. The sections of the Insolvency Act which might be taken into account were not exhaustively listed.
Company Directors Disqualification Act 1986 - Insolvency Act 1986 - Company Directors Disqualification Act 1986 - Insolvency Act 1986

 
Peskin, Milner v John Anderson and Others [2000] 2 BCLC 1
7 Dec 1999
ChD
Neuberger J
Company, Contract
The claimants sought damages for the failure of the defendants, former directors of the RAC, to warn them of the impending re-organisation and demutualisation of the RAC. By resigning in ignorance they had lost the chance to participate in the de-mutualisation. Held: The claim was struck out. The rules of the club did not form a contract with its members. A director does not owe a general fiduciary duty to shareholders of the company. A director of a company could owe a fiduciary duty to shareholders if he had, in relation to the sale of shares, special knowledge not possessed by the shareholders. There was no fiduciary duty in the circumstances of this case. Eight factors led to that conclusion: the absence of any special facts in the relationship of the directors and the members of RACL, which would make the existence of a fiduciary duty more likely; the claimants had resigned membership of their own motion, uninfluenced by any information provided by, or views expressed by, the directors; no specific transaction was in contemplation at the time of the resignations; the defendants did not, in their capacity as directors of RACL, benefit from the claimants ceasing to be members, either directly ( e.g. they did not acquire shares from the members or encourage them to part with their shares) or indirectly ( e.g. by minimising the number of members, so as to increase their share of the proceeds of sale) ; the alleged interest of the directors in profits from the sale in the form of "golden hellos and employment contracts" did not impinge on the issue whether they were under a duty to disclose at an early stage the possibility of selling off the RACMS business; the investigation and promotion of proposals for the de-mutualisation of RACL (including the incurring of costs in relation to the amendments of the Memoranda of RACL and RACMS sanctioned by the court) did not involve the directors in the pursuit of an unauthorised and improper object; it was unreasonable for directors to be put in the sort of position which the claimants' contentions would necessarily involve with regard to the disclosure of contemplated arrangements or transactions best kept confidential; and the claimants' arguments would place directors in the unfortunate position of being "damned if they do and damned if they don't", if they were put under a duty to disclose to the members a contemplated sale which might, or might not, happen.
1 Citers


 
England v Smith Gazette, 08 December 1999; [2001] Ch 419
8 Dec 1999
CA

Company, International
A liquidator of an Australian company sought damages from a 'world-wide' company Arthur Andersen' and sought in particular to examine a partner in the UK. Examination was at first refused since an English court would not make a similar order. That erred in taking a restrictive view of English insolvency practice. 'Insolvency Law' did not exclude other considerations such as the need for comity as shown in the section. Australian law applied to the examination of an accountant connected with insolvent Australian company.
Insolvency Act 1986 236
1 Citers



 
 Floods of Queensferry Ltd, David Charles Flood v Shand Constructions Ltd, Morrison Shand Constructions Ltd, Morrison Construction Ltd; TCC 17-Dec-1999 - 1994 ORB 826; [1999] EWHC Technology 183
 
Hollicourt (Contracts) Ltd (In Liquidation) v Bank of Ireland Times, 30 November 1999; Gazette, 17 December 1999
17 Dec 1999
ChD

Company, Insolvency, Banking
A company's account was in credit at all times, but was, unknown to the bank, in winding up proceedings. The bank continued to honour cheques, and was found to have been making dispositions of the company's assets under the section. Accordingly the payments were void and ineffective from the date of the commencement of the winding up.
Insolvency Act 1986 127
1 Cites

1 Citers


 
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