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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: 2000 To: 2000

This page lists 74 cases, and was prepared on 02 April 2018.

 
Gencor ACP Ltd v Dalby [2000] 2 BCLC 734; [2000] EWHC 1560 (Ch); [2000] 2 BCLC 734
2000
ChD
Rimer J
Company, Trusts, Torts - Other
The plaintiff made a large number of claims against a former director, Mr Dalby, for misappropriating its funds. These included a claim for an account of a secret profit which Mr Dalby was said to have been procured to be paid by a third party, Balfour Beatty, to a BVI company under his control called Burnstead. Held: Mr Dalby was accountable for the money received by Burnstead, on the ground that the latter was "in substance little other than Mr Dalby's offshore bank account held in a nominee name", and "simply . . the alter ego through which Mr Dalby enjoyed the profit which he earned in breach of his fiduciary duty to ACP." An account was ordered against both Mr Dalby and Burnstead.
1 Citers

[ Bailii ]
 
Re Hoicrest Ltd [2000] 1 WLR 414
2000


Company

Companies Act 1985 359
1 Citers



 
 In re Barings plc (No 5); CA 2000 - [2000] 1 BCLC 523
 
Regina v Director of Public Prosecutions, ex parte Jones [2000] IRLR 373
2000
CA
Buxton LJ
Crime, Company
A company Managing Director had arranged for a dockside crane to be adapted, so that with the jaws of the grab bucket open bags could be attached to hooks fitted within the bucket. Jones was in the hold of a ship loading bags onto the hooks when the jaws of the bucket closed and he was decapitated. In deciding not to prosecute the managing director and the company for gross negligence, the lack of subjective recklessness on his part was "dispositive" Held: If the accused is subjectively reckless, then that may be taken into account by the jury as a strong factor demonstrating that his negligence was criminal, but negligence will still be criminal in the absence of any recklessness if on an objective basis the defendant demonstrated a ‘failure to advert to a serious risk going beyond mere inadvertence in respect of an obvious and important matter which the defendant’s duty demanded that he should address.' That is a test in objective terms.
1 Cites

1 Citers


 
Secretary of State for Trade and Industry v Collins and others Times, 25 January 2000; Gazette, 13 January 2000; [2000] 2 BCLC 223
13 Jan 2000
CA

Company
A disqualified director applied for consent to act in the management of a company before his disqualification had expired. He succeeded, and the judge made no award for costs. On appeal by the Secretary of State it was held that the lifting of the disqualification was a matter purely for the discretion of the judge. Guidance was given as to the form of such applications. However given the Secretary of State's special position, his costs should normally be paid by the applicant.
Company Directors Disqualification Act 1986 1(1)
1 Citers


 
Smith (Administrator of Cosslett (Contractors) Ltd) v Bridgend County Borough Council [2000] EWCA Civ 1
19 Jan 2000
CA

Company, Construction

1 Citers

[ Bailii ]

 
 In Re Westminster Property Management Ltd; ChD 19-Jan-2000 - Times, 19 January 2000; Gazette, 03 February 2000
 
Practice Statement (Companies Court) Times, 19 January 2000
19 Jan 2000
ChD

Company, Litigation Practice
From January 2000, applications in company matters need not be heard only by a companies judge, and matters which had previously been listed on Mondays for this purpose need no longer be so listed. Urgent applications would also be dealt with by the applications judge.

 
Secretary of State for Trade and Industry v Deverill and another Times, 21 January 2000; Gazette, 20 January 2000; [2001] Ch 340
20 Jan 2000
CA
Morritt LJ
Company
When considering what constituted a shadow director, courts should be reluctant to move away from the words of the Act. The words should be construed carefully because the term was used in several pieces of legislation, including those with penal provisions. A shadow director is one who has real influence on a company. He does not have to affect all the company's affairs, but to affect those concerned particularly with corporate governance and financial matters. Professional advisers, advising on matters within their usual professional practice, would not normally be considered as such.
Morritt LJ: "i) The definition of a shadow director is to be construed in the normal way to give effect to the parliamentary intention ascertainable from the mischief to be dealt with and the words used. In particular, as the purpose of the Act is the protection of the public and as the definition is used in other legislative contexts, it should not be strictly construed merely because it also has quasi-penal consequences in the context of the Company Directors Disqualification Act 1986.
ii) The purpose of the legislation is to identify those, other than professional advisers, with real influence in the corporate affairs of the company. But it is not necessary that such influence should be exercised over the whole field of its corporate activities.
iii) Whether any particular communication from the alleged shadow director, whether by words or conduct, is to be classified as a direction or instruction must be objectively ascertained by the court in the light of all the evidence. In that connection it is not necessary to prove the understanding or expectation of either giver or receiver. In many, if not most, cases it will suffice to prove the communication and its consequence. Evidence of such understanding or expectation may be relevant but it cannot be conclusive. Certainly the label attached by either or both parties then or thereafter cannot be more than a factor in considering whether the communication came within the statutory description of direction or instruction.
iv) Non-professional advice may come within that statutory description. The proviso excepting advice given in a professional capacity appears to assume that advice generally is or may be included. Moreover the concepts of "direction" and "instruction" do not exclude the concept of "advice" for all three share the common feature of "guidance".
v) It will, no doubt, be sufficient to show that in the face of "directions or instructions" from the alleged shadow director the properly appointed directors or some of them cast themselves in a subservient role or surrendered their respective discretions. But it is not necessary to do so in all cases. Such a requirement would be to put a gloss on the statutory requirement that the board are "accustomed to act" "in accordance with" such directions or instructions. "
and "i) If the directors usually took the advice of the putative shadow director, it is irrelevant that on the occasions when he did not give advice the board did exercise its own discretion; and ii) If the board were accustomed to act on the directions or instructions of the putative shadow director it is not necessary to demonstrate that their action was mechanical rather than considered."
Company Directors Disqualification Act 1986 22(5)
1 Citers


 
Arrow Nominees Inc, Blackledge (L) v Blackledge (G), Blackledge (M), Blackledge (GR and MM) [2000] EWHC Ch 177
21 Jan 2000
ChD
Evans-Lombe J
Company, Litigation Practice
The claimants had begun proceedings claiming unfair prejudice by the defendants in the management of the business. The defendants sought to have the petition struck out saying that the claimants had used falsified documents to base their petition. At one hearing the court had found such behaviour, but had declined to strike out the petition. Held: The court found that the dishonesty of the claimant had extended beyond what he admitted. The papers submitted were not merely fraudulent attempts to recreate lost documents but were in fact entirely false, and it was difficult for the court to trust much of the documentation on which the petition was based.
Companies Act 1985 459 461
1 Cites

1 Citers

[ Bailii ]
 
Fletcher and Another v Royal Automobile Club Ltd [2000] EWCA Civ 28
3 Feb 2000
CA

Company

[ Bailii ]
 
Kellar v Williams [2000] 2 BCLC 390; [2000] UKPC 4; Appeal No 42 of 1998; [2000] 2 BCLC 390
7 Feb 2000
PC
Lord Browne-Wilkinson, Lord Mackay of Clashfern, Lord Goff of Chieveley, Lord Hutton, Lord Millett
Commonwealth, Company
PC (Turks and Caicos Islands) The parties disputed whether sums paid to the company had been by way of loan or as capital contributions which after payment of debts were distributable among the shareholders. Held: The appeal was dismissed: "If the shareholders of a company agree to increase its capital without a formal allocation of shares that capital will become like share premium part of the owner's equity and there is nothing in the company law of the Turks and Caicos Islands or in the company law of England on which that law is based to render their agreement ineffective. "
1 Cites

1 Citers

[ Bailii ] - [ PC ]
 
Mirror Group Newspapers Ltd v Commissioners of Customs and Excise Gazette, 24 February 2000; Times, 07 March 2000; [2000] EWHC Admin 287
8 Feb 2000
Admn
Lightman J
Company, VAT
The company incurred costs on the issue of shares issued and sold in part within the EU and in part outside. It sought to reclaim the VAT on the payments made. The issue of shares was a supply of services even though there was no transfer or depletion of resources. The six accepted elements for a supply need not be extended to include such a requirement. The input tax insofar as it related to the sale of shares to persons within the EU was not recoverable.
[ Bailii ]
 
West v Blanchet and others Times, 09 February 2000
9 Feb 2000
ChD

Company
When a court looked at two competing offers between shareholders to buy out the interest of the other, the court could, in selecting the best offer, take account not just of the extent of involvement in the management of the company by the respective parties, but also the anticipated ability of each to deliver the offer made.

 
Banner Homes Group Plc v Luff Developments and Another Gazette, 10 February 2000; Times, 17 February 2000; [2000] EWCA Civ 18; [2002] 2 All ER 117; [2000] EWCA Civ 3016; [2000] 2 WLR 772; [2000] Ch 372
10 Feb 2000
CA
Chadwick LJ
Trusts, Equity, Company
Competing building companies agreed not to bid against each other for the purchase of land. One proceeded and the other asserted that the land was then held on trust for the two parties as a joint venture. Held: Although there was no formal agreement, the first company had allowed its position to be worsened relying upon the expectation which the second party had allowed to arise, and had not informed the claimant before the purchase of its intention not to honour the agreement. At the date of exchange: "It is clear, therefore, that, to Banner's knowledge, exchange of contracts was to occur, and did occur, before the parties were signed up to any formal written agreement. It is equally clear that Luff had given Banner to understand that it was content to exchange contracts without requiring any form of separate guarantee committing Banner to contribute one half of the costs of the net site and that the reason for this was that the mutual rights and obligations of the parties would be set out in the shareholder agreement. It is also clear that both sides intended to enter into the shareholder agreement as soon as possible, the only reason for the delay being Mr. Vass's absence on holiday. At no stage was any indication given that reasons existed why the agreement should not be entered into. Specifically nothing was said on either side to indicate that any difference of principle existed which would prevent the parties from agreeing terms."
1 Cites

1 Citers

[ Bailii ] - [ Bailii ]
 
In Re Maxwell Fleet and Facilities Management Ltd Gazette, 10 February 2000; Times, 23 February 2000
10 Feb 2000
ChD

Insolvency, Employment, Company
Although regulation 4 went beyond the obligations imposed by the Directive, it was intended to protect employee rights who were employed by companies which were hived down. In this case the sale of the business to a subsidiary and then onto a third party was to be treated as one transaction, and the regulations applied.
Transfer of Undertakings (Protection of Employment) Regulations 1981 (1981 No 1794)


 
 In Re Sedgefield Steeplechase Co (1927) Ltd; Scotto v Petch and Others; ChD 10-Feb-2000 - Gazette, 10 February 2000; Times, 16 February 2000
 
Environment Agency v Paul Clark (As Administrator of Rhondda Waste Disposal Limited) Times, 02 March 2000; [2000] EWCA Civ 38
10 Feb 2000
CA

Insolvency, Company, Environment
A waste disposal company was in insolvent administration. The Environment Agency sought to prosecute it for breaches of criminal law relating to its licenses. Held: The bar on proceedings against a company in administration operated for criminal as well as civil proceedings. The section was intended to allow the company a breathing space. Nevertheless, a prosecution could be brought with leave.
Insolvency Act 1986 10
[ Bailii ]
 
Regina v Inland Revenue Commissioners, Ex Parte Newfields Developments Ltd Times, 15 February 2000
15 Feb 2000
CA

Corporation Tax, Company
The test in the section, provided the conclusive test to establish who had control of a company. The commissioners had no discretion as to how or when to apply the criteria. The first part listed several ways in which the identity and number of people with control was to be calculated, and the second limb was to be used to choose between them.
Income and Corporation Taxes Act 1988 416 (6), 13
1 Cites

1 Citers


 
Mahomed and Another v Morris and Others [2000] EWCA Civ 46
17 Feb 2000
CA

Insolvency, Company

Insolvency Act 1986 168(5)
1 Cites

[ Bailii ]
 
Baker v the Secretary of State for Trade and Industry [2000] EWCA Civ 59
25 Feb 2000
CA
Morritt, Waller, Mummery LJJ
Company

Company Directors Disqualification Act 1986
[ Bailii ]
 
Attorney-General's Reference (No 2 of 1999) Times, 29 February 2000; Gazette, 02 March 2000; [2000] QB 796
29 Feb 2000
CACD
Rose LJ
Crime, Company
A conviction for manslaughter by gross negligence did not require proof of a defendant's state of mind. Nevertheless such evidence might well be useful in other ways. A body corporate could be guilty of manslaughter by gross negligence, but only if at least one identified individual was shown to be guilty of the same crime. Corporate manslaughter did not require evidence of the state of mind of the corporation, but somebody no doubt within the corporation must also be identified as responsible in law.
1 Citers


 
Lynch v James Lynch and Sons (Transport) Ltd and others [2000] EWCA Civ 67
8 Mar 2000
CA
Peter Gibson, Mantell LJJ, Sumner J
Company

[ Bailii ]
 
Odyssey Re (London) Limited and Alexander Howden Holdings Limited v OIC Run-Off Limited (Formerly Orion Insurance Company Plc) Times, 17 March 2000; Gazette, 30 March 2000; [2000] EWCA Civ 71
13 Mar 2000
CA

Company, Litigation Practice
There had been litigation between the two companies previously. The general manager and director had given evidence which was accepted by the judge and again on appeal. After his death and in other proceedings it became clear that he had perjured himself. The applicant sought to have the judgment set aside. Since the company could not itself give evidence, the question was whether the evidence of the director was that of the company allowing the judgment to be set aside. One question was the extent of his involvement in the preparation of the case. The test was described: "The rule on which this court acted in Boswell v Coaks, which I have held to continue to be the law, is that the fraud or perjury must be that of the party himself, or at least be suborned by or knowingly relied on by that party."
1 Cites

1 Citers

[ Bailii ]
 
Conti v Ueberseebank Ag Times, 15 March 2000
15 Mar 2000
IHCS

Company, Scotland
A former director of a company could apply to have it restored to the register of companies even though he had played a significant part in the decisions to wind the company up in the first place. The time for testing whether he had an appropriate grievance which might found an application was at the time of the application being made and not at any earlier time.
Companies Act 1985 653
1 Cites

1 Citers



 
 Stocznia Gdanska SA v Latreefers Inc; In re Latrefeers Inc; Stocznia Gdanska SA v Latvian Shipping Co and others (No 2); CA 15-Mar-2000 - Times, 15 March 2000; [2000] EWCA Civ 36; [2001] 2 BCLC 116

 
 In Re Toshoko Finance Uk Plc; CA 29-Mar-2000 - Times, 29 March 2000; Gazette, 14 April 2000

 
 Hurst v Bryk and others; HL 30-Mar-2000 - Gazette, 28 April 2000; Times, 04 April 2000; [2000] UKHL 19; [2000] 2 All ER 193
 
Holdenhurst Securities Plc v Cohen and Another [2000] EWHC 226 (Comm)
31 Mar 2000
ComC

Insolvency, Company

[ Bailii ]
 
Dubai Aluminium Company Limited v Salaam and others Times, 21 April 2000; [2000] Lloyd's Rep PN 497; [2000] 3 WLR 910; [2000] EWCA Civ 118; [2000] 2 Lloyd's Rep 168; [2001] QB 113; [2000] PNLR 578
7 Apr 2000
CA
Evans, Aldous LJJ, Turner J
Company, Legal Professions, Vicarious Liability
The liability of a firm for the wrongful acts of one partner is not limited to tortious acts creating liability in common law, but includes all wrongful acts or omissions, including a knowing assistance in a fraudulent scheme. A solicitor who prepares documents for use in a fraudulent scheme, and gives supporting advice, unbeknown to his partners, is acting outside the ordinary course of business, and his partners are not vicariously liable for his acts.
Partnership Act 1890 10
1 Cites

1 Citers

[ Bailii ]
 
Davey v Williams and Another [2000] EWCA Civ 131
18 Apr 2000
CA
Peter Gibson, Henry, Mance LJJ
Contract, Company

[ Bailii ]

 
 Trustor AB v Smallbone and others; CA 9-May-2000 - [2000] EWCA Civ 150
 
Ross Harper and Murphy and others v Scott Banks [2000] ScotCS 120
11 May 2000
OHCS
Lord Hamilton
Company

1 Cites

1 Citers

[ Bailii ]
 
Arklow Investments Ltd v Maclean (Unreported) 19 May 2000
19 May 2000

Fisher J
Costs, Company
(High Court of New Zealand) The court considered the potential personal responsibility of a directors for costs incurred by the company in litigation: "Where a person is a major shareholder and dominant director in a company which brings proceedings, that alone will not justify a third party costs order. Something additional is normally warranted as a matter of discretion. The critical element will often be a fresh injection of capital for the known purpose of funding litigation . . the overall rationale [is] that it is wrong to allow someone to fund litigation in the hope of gaining a benefit without a corresponding risk that that person will share in the costs of the proceedings if they ultimately fail."
1 Cites

1 Citers


 
Ross Harper and Murphy and others v Scott Banks Times, 30 May 2000; [2000] ScotCS 131
24 May 2000
IHCS
Lord Hamilton
Company, Scotland
Justinian's rule that one partner accepted the negligence of another is not part of Scottish law, and a partner did owe a duty of care in his dealings for the partnership, and could be liable in negligence. Nevertheless, acts which may be negligent as against an outsider, might not be negligent as against a partner, since the tests of negligence differed.
1 Cites

1 Citers

[ Bailii ] - [ ScotC ]

 
 In Re White (Dennis) Deceased; White v Minnis and Another; CA 25-May-2000 - Gazette, 25 May 2000; Times, 10 May 2000; [2000] EWCA Civ 149

 
 Arrow Nominees Inc and Another v Blackledge and Others; CA 22-Jun-2000 - Times, 07 July 2000; [2000] CP Rep 59; [2000] EWCA Civ 200; [2001] BCC 591; [2000] BCLC 167
 
In Re Britannia Homes Centres Ltd and the Company Directors Disqualification Act 1986; Official Receiver v Mccahill Times, 27 June 2000
27 Jun 2000
ChD

Company
An appeal against an order disqualifying the director of a company in an application for leave to act as a director should be made to the High Court. Where the application was so as to allow the director to act on a company in the course of winding up proceedings, the court to which the application should be made was that hearing the winding up proceedings.
Company Directors Disqualification Act 1986

 
In Re Britannia Homes Centres Ltd and the Company Directors Disqualification Act 1986; Official Receiver v Mccahill Gazette, 29 June 2000
29 Jun 2000
ChD

Company
An appeal against an order disqualifying the director of a company in an application for leave to act as a director should be made to the High Court. Where the application was so as to allow the director to act on a company in the course of winding up proceedings, the court to which the application should be made was that hearing the winding up proceedings.
Company Directors Disqualification Act 1986

 
Harmon CFEM Facades (UK) Ltd v The Corporate Officer of the House of Commons Gazette, 20 July 2000; [2000] EWHC Technology 84
29 Jun 2000
TCC

Insolvency, Company, Litigation Practice, Landlord and Tenant
The company began a claim for damages for the failure to complete an award of a contract, but then went into voluntary liquidation. The defendant refused payment claiming that it would be used only for payment of the insolvency practitioner's costs. The new CPR rules disapplied old assumptions, and the overriding objective should apply. An interim payment was ordered limited to reflect the risk of a failure to secure recovery in the case of a failure of the action.
1 Cites

1 Citers

[ Bailii ]

 
 In Re Structural Concrete Ltd, Barnes and Others; ChD 29-Jun-2000 - Gazette, 29 June 2000; Times, 05 July 2000; [2001] BCC 579

 
 In Re Eurofinance Group Ltd; ChD 6-Jul-2000 - Times, 04 July 2000; Gazette, 06 July 2000
 
Kaneria, Kaneria v Patel, Kaneria, Kaneria, Kaneria, Kaneria, Guidezone Ltd Sub Nom In The Matter Of Guidezone Ltd (2000) (2000) 2 BCLC 321
13 Jul 2000

Jonathan Parker J
Company, Insolvency
cw The petitioners' case was that they had a legitimate expectation that the company's business would be sold, either by virtue of an agreement to that effect or at their request, was not made out on the facts.
1 Citers


 
Jarvis Plc and Others v Pricewaterhousecoopers Gazette, 03 August 2000; [2000] EWHC Ch 78
13 Jul 2000
ChD

Company, Defamation
A company's auditors resigned, and issued a notice detailing circumstances which they thought should be brought to the attention of the shareholders. The claimants issued proceedings, claiming the notice merely sought to bring attention to defamatory matter. They discontinued, and the defendants applied for an order that the contents of the notice be distributed to the persons interested. The order was made. There was no need for a declaration that the purpose of the original notice had not been to seek publicity as alleged.
[ Bailii ]
 
Walker and others v Stones and others Times, 26 September 2000; Gazette, 14 September 2000; [2000] Lloyds Rep PN 864
19 Jul 2000
CA
Sir Christopher Slade
Company, Legal Professions, Trusts, Equity, Vicarious Liability
Beneficiaries under a trust sought damages from a solicitor trustee, and the firm of which he was a partner. Held: Where a trustee acted in breach of trust in a claimed belief that he was acting in the interests of the beneficiaries, but no reasonable trustee in his place could have that belief, then an allegation against him of dishonesty should proceed. A trusteeship is not part of the normal duties of a partner of a firm, and the firm is not vicariously liable for the acts of a partner in such trusts. The court rejected the 'Robin Hood' test of dishonesty (a person is only regarded as dishonest if he transgresses his own standard of honesty, even if that standard is contrary to that of reasonable and honest people) saying: "A person may in some cases act dishonestly, according to the ordinary use of language, even though he genuinely believes that his action is morally justified. The penniless thief, for example, who picks the pocket of the multi-millionaire is dishonest even though he genuinely considers that theft is morally justified as a fair redistribution of wealth and that he is not therefore being dishonest."
"a claimant is entitled to recover damages where:
(a) the claimant can establish that the defendant's conduct has constituted a breach of some legal duty owed to him personally (whether under the law of contract, torts, trusts or any other branch of the law) AND
(b) on its assessment of the facts, the Court is satisfied that such breach of duty has caused him personal loss, separate and distinct from any loss that may have been occasioned to any corporate body in which he may be financially interested.
I further conclude that, if these two conditions are satisfied, the mere fact that the defendant's conduct may also have given rise to a cause of action at the suit of a company in which the claimant is financially interested (whether directly as a shareholder or indirectly as, for example, a beneficiary under a trust) will not deprive the plaintiff of his cause of action; in such a case, a plea of double jeopardy will not avail the defendant."
1 Citers


 
Cas (Nominees) Ltd and Another v Nottingham Forest Plc and Others [2002] BCC 145; [2001] 1 All ER 954; [2000] EWHC 45 (Comm)
31 Jul 2000
ComC
Evans-Lombe J
Company, Litigation Practice
Application for disclosure of documents.
[ Bailii ]
 
Secretary of State for Trade and Industry v Aurum Marketing Ltd and Another Times, 10 August 2000
10 Aug 2000
CA

Company
Even though he was not a party to the proceedings, the sole owner of a company sought to be wound up on the grounds of public interests by the Secretary of State, could be ordered to pay the costs of the winding up personally. The company's costs in resisting a successful application should be paid out of the company's assets, but only after unsecured creditors had been paid where this appeared just. In effect the company had been used to cover a swindle, and large sums had been moved abroad.


 
 Philip Morris Products Inc and Another v Rothmans International Enterprises Ltd and Another; ChD 10-Aug-2000 - Times, 10 August 2000; Times, 21 September 2000

 
 Secretary of State for Trade and Industry and Another v Arum Marketing Ltd and Another; CA 31-Aug-2000 - Gazette, 31 August 2000

 
 Buckinghamshire County Council v Secretary of State for Environment, Transport and Regions and Brown; Admn 31-Aug-2000 - Times, 13 October 2000; [2000] EWHC Admin 386; [2001] 1 PLR 38
 
Regina v Warrington Crown Court, Ex Parte Rbnb (A Company) Times, 08 September 2000
8 Sep 2000
CA

Licensing, Company
Licensing justices were not able to insist on the disclosure of the identities of the shareholders of an unlimited company applying for a liquor licence. The Act required the person having day to day control and management of the premises to be known and of satisfactory character. If that was achieved then there was no additional requirement to disclose shareholdings. There was nothing necessarily disreputable about a company exercising rights given to it in law. Before any adverse inference could be drawn from the silence, there must be something additional basis.
Licensing Act 1964

 
Macpherson and Another v European Strategic Bureau Ltd Gazette, 14 September 2000
14 Sep 2000
CA

Company
Directors who made agreements under which they were to be paid past consultancy fees and to pay other liabilities, in preference if necessary to other creditors, and without making provision for the costs of completing existing obligations, operated as an informal winding up of the company, and it was in breach the directors duty to the company, being for the benefit of the directors rather than the company.
Companies Act 1985 263(1)


 
 In Re A Debtor (No 303 of 1997); ChD 3-Oct-2000 - Times, 03 October 2000
 
I J L, G M R, and A K P v United Kingdom (Application Nos 29522/95, 30056/96, and 30574/96) Times, 13 October 2000
13 Oct 2000
ECFI

Criminal Evidence, Company, Human Rights
The obtaining by compulsion of statements in Companies investigations which were later used in evidence in criminal trials was a breach of the defendant's human right to a fair trial by enforced self-incrimination. However there was no evidence in this case that there had been any collusion to seek to take advantage of the procedure in planning the timing of the criminal proceedings, and given the complex nature of the matters in issue, the delay was not so unreasonable as to amount to an infringement.

 
Langley Holdings v Seakens Unreported, 19 October 2000
19 Oct 2000
QBD

Legal Professions, Company
The claimant sought recovery from one of two partners in a solicitors' firm of solicitors of sums paid to the firm and misappropriated by the partner, who had conspired with others to offer a fraudulent investment. The claimant admitted that the promised return was incredible. The funds were received on an undertaking that they would not be used absent documentation. That undertaking was broken. It was in a solicitor's ordinary course of business to hold money for his client. Nevertheless the defendant contended that the "underlying transaction" had been "extraordinary" and "outlandish" and no reasonable person could have acted in it; and that the claimant could have had no genuine belief. Held: The claimant was so dazzled by the promised profits that they had not asked whether there was a genuine investment. The recipt of the funds could not have been in the ordinary course of the business of a solicitor, and it followed that the partner was not liable.
Partnership Act 1890 10
1 Citers


 
In Re Nottingham Forest Plc Gazette, 19 October 2000
19 Oct 2000
CA

Legal Professions, Company
The petitioners, being shareholders in the company, sought disclosure of documents prepared by way of legal advice given anticipating possible litigation if a proposed restructuring of the company. No litigation being in hand, the advice was obtained by the directors with company funds in which the applicants had an interest, and so the advice was held by the directors as cestui que trust for the company as a whole. No legal privilege attached, and the documents were to be disclosed.

 
Mubarak v Mubarak [2000] EWHC 466 (Fam); [2001] 1 FLR 673; [2001] Fam Law 177
23 Oct 2000
FD
Bodey J
Family, Company
The court had made an order for payment by H to W on the divorce, and was now asked whether W could take jewelry held by H's company in part satisfaction of the capital sums due.
[ Bailii ]

 
 Browell and Others v Goodyear; ChD 24-Oct-2000 - Times, 24 October 2000
 
Lewis v Commissioner of Inland Revenue and others Gazette, 30 November 2000; [2000] EWCA Civ 274; [2001] 3 All ER 499
2 Nov 2000
CA
Peter Gibson LJ
Insolvency, Company, Costs
The liquidator in a creditor's voluntary liquidation sought a direction that he could take his costs of pursuing former directors in actions for wrongful trading and preferences, out of realised funds. It was held that nothing in the rules or Act supported the contention that such costs would be expenses of the voluntary winding up. There was no automatic priority of such expenses over preferential creditors, and the liquidator must look to the court's discretion to recover any such costs."Rule 4.218 tells us both what are the expenses to be treated as the expenses of a winding up and what priority they have inter se."
Insolvency Act 1986 - Insolvency Rules 1986 (SI 1986 No 1925) 4.218(1) 4.220(1)
1 Citers

[ Bailii ]

 
 Khan and Another v Miah and Others; HL 7-Nov-2000 - Times, 07 November 2000; Gazette, 23 November 2000; [2000] UKHL 55; [2000] 1 WLR 2123; [2001] 1 All ER 20; [2001] 1 All ER (Comm) 282; [2000] All ER (D) 1647
 
In The Matter Of Ecocolor Limited, Doros Michael Kranidiotes v Paul Paschali; Ecocolor Limited [2000] EWCA Civ 380
8 Nov 2000
CA

Company, Insolvency

[ Bailii ]
 
In Re Joseph Holt Plc; Winpar Holdings Ltd v Joseph Holt Group Plc Times, 15 November 2000; Gazette, 16 November 2000
15 Nov 2000
ChD

Company
An offer was made to purchase the entire share capital of a company, but the documents were not served on shareholders in certain foreign countries because of difficulties in complying with regulatory provisions. Having received acceptance from more than 90 per cent of shareholders, the company sent to all remaining shareholders notices requiring the sale of the their shareholdings. Some objected that the second notices were invalid since they had not had served on them the original notices. Held the notices were upheld. They related to the offer as a whole, not to service of the offer, and that offer could not fail because of a failure to serve notice on a few shareholders.
Companies Act 1985 428
1 Citers


 
Lyons Laing and others v Marie Land [2000] ScotCS 287
15 Nov 2000
IHCS
Lord Prosser
Scotland, Company

[ Bailii ] - [ ScotC ]
 
Pettie and others for Interdict and Orders Under Section 461 of the Companies Act 1985 v Thomson Pettie Tube Products Limited and others [2000] ScotCS 298
29 Nov 2000
SCS
Lord Prosser
Company

[ Bailii ] - [ ScotC ]
 
In Re Kudos Glass Ltd (In Liquidation) Times, 30 November 2000; Gazette, 18 January 2001
30 Nov 2000
ChD

Company, Insolvency
The identity of the petitioner was crucial in determining whether a company voluntary arrangement had been determined, and its trusts discharged by a winding up order. The company's voluntary arrangement would be determined on the winding up order where the petitioning creditor supervised the arrangement or a creditor bound by the arrangement or, if the petition creditor was not a party, where the supervisor was obliged to bring the petition himself but had failed to do so. It all depends upon the circumstances, the terms of the scheme, and the conduct of the bound creditors. Insolvency legislation would decide what was implied as to the state of the trusts.


 
 Mubarak v Mubarak; FD 30-Nov-2000 - Times, 30 November 2000; [2001] 1 FCR 193; [2001] 1 FLR 673
 
Barry Clarke Cook (Her Majesty's Inspector of Taxes) v Andrew John Billings and others Times, 16 January 2001; [2000] EWCA Civ 309
7 Dec 2000
CA

Income Tax, Company
Between them, several shareholders held all the shares of a company, but each owned less than thirty per cent. They claimed BES relief. The tax inspector asserted that they were deemed to be associates of each other under the section, and that accordingly each had an interest in more than thirty per cent of the company, and the relief was not available. The definition of 'associate' was not to be artificially restricted.
Income and Corporation Taxes Act 1988 417(3) 291(8)
[ Bailii ]
 
In The Matter of RAC Holdings Ltd [2000] 1 BCLC 307
8 Dec 2000
ChD
Neuberger J
Company
The nature of the membership of the RAC was that it ceased upon death, and that therefore the deceased estate had no interest in the proceeds of a later sale of the company. The share was a personal asset, akin to the membership of many other clubs.
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Trustee Corporation Ltd v Asil Nadir and Another [2000] EWHC Ch 41
12 Dec 2000
ChD
Lawrence Collins J
Insolvency, Company
The court was asked whether company pension benefits had vested in the respondents trustee in bankruptcy.
[ Bailii ]
 
Kieth Platt v Colin Platt and Another [2000] EWCA Civ 322
13 Dec 2000
CA
The Vice-Chancellor Lord Justice Chadwick And Lord Justice Latham
Company, Damages, Torts - Other
The applicant appealed an order setting aside transfers to him of shares in a family company, found to have been made after misrepresentation and a breach of fiduciary duty. Three companies owned by the family had fallen into difficulties, and the shares were transferred for nominal consideration, on the basis of representations made as to the liabilities of the company, and as to their later return. Later the company prospered, and they sought the return of their shares. Held: The appeal was as to matters of fact. The judgment did not set out clearly the facts found on the issues now tested, but there was evidence upon which his findings could properly be based. There had been misrepresentation by the defendant. The measure of damages for a tortious misrepresentation is the sum necessary to put the claimant in the position he would have been in, if the misrepresentation had not been made. The judge should not have assessed damages on a partial realisation basis without discounting the assets for the value of the directors service contracts, which would have been costs in the realisation of the assets.
1 Cites

[ Bailii ]
 
Alexander v Prime Minister and others [2000] EWCA Civ 375
14 Dec 2000
CA

Company, Litigation Practice

[ Bailii ]
 
Bruce Peskin; Kevin Milner v John Anderson and Others [2000] EWCA Civ 326; [2001] 1 BCLC 372
14 Dec 2000
CA
Lord Justice Simon Brown Lord Justice Mummery And Lord Justice Latham
Company
The Royal Automobile Club (RAC) had been demutualised. The claimants were former members who sought damages from former directors because they had received no benefit. They had ceased to be members before the re-organisation and claimed they should have been informed of the plans. Their case had been struck out as disclosing no reasonable prospect of success. They appealed. Held: The company was a company limited by guarantee. The governing instruments were altered with the permission of the court to allow distribution of assets to members on dissolution. The appeal failed. There was indeed no chance of success. The claim was a 'flight of fancy'. The club might always be allowed to amend its constitution, and could expend money for this purpose.
Companies Act 1985 485 - Companies Act 1989 108
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[ Bailii ]
 
Johnson v Gore Wood and Co Gazette, 05 January 2001; Times, 20 December 2000; Gazette, 22 February 2001; [2000] UKHL 65; [2001] 2 WLR 72; [2001] 1 All ER 481; [2002] 2 AC 31
14 Dec 2000
HL
Lord Bingham of Cornhill Lord Goff of Chieveley Lord Cooke of Thorndon Lord Hutton Lord Millett
Damages, Professional Negligence, Company
A company brought a claim of negligence against its solicitors, and, after that claim was settled, the company's owner brought a separate claim in respect of the same subject-matter. Held: It need not be an abuse of the court for a shareholder to seek damages against advisers to a limited company, where the loss claimed was over and above that suffered by the company. Damages for distress should not normally be awarded in an action for breach of contract. The public interests in the claimant bringing one action to recover all his losses remained appropriate, but must not be applied mechanically. A settlement in favour of the company, need not release the defendant from an action by the shareholder. Asking whether a plea raised or an issue challenged amounted to an abuse of process required a broad, merits-based judgment which takes account of the public and private interests involved and also takes account of all the facts of the case, focusing attention on the crucial question whether, in all the circumstances, a party is misusing or abusing the process of the court by seeking to raise before it the issue which could have been raised before. As one cannot comprehensively list all possible forms of abuse, so one cannot formulate any hard and fast rule to determine whether, on given facts, abuse is to be found or not . . It is preferable to ask whether in all the circumstances a party's conduct is an abuse than to ask whether the conduct is an abuse and then, if it is, to ask whether the abuse is excused or justified by special circumstances.
Lord Hutton said: "where a shareholder is personally owed a duty of care by a defendant and a breach of that duty causes him loss, he is not debarred from recovering damages because the defendant owed a separate and similar duty of care to the company, provided that the loss suffered by the shareholder is separate and distinct from the loss suffered by the company. "
Lord Bingham of Cornhill said: "But Henderson v. Henderson abuse of process, as now understood, although separate and distinct from cause of action estoppel and issue estoppel, has much in common with them. The underlying public interest is the same: that there should be finality in litigation and that a party should not be twice vexed in the same matter. This public interest is reinforced by the current emphasis on efficiency and economy in the conduct of litigation, in the interests of the parties and the public as a whole. The bringing of a claim or the raising of a defence in later proceedings may, without more, amount to abuse if the court is satisfied (the onus being on the party alleging abuse) that the claim or defence should have been raised in the earlier proceedings if it was to be raised at all. I would not accept that it is necessary, before abuse may be found, to identify any additional element such as a collateral attack on a previous decision or some dishonesty, but where those elements are present the later proceedings will be much more obviously abusive, and there will rarely be a finding of abuse unless the later proceeding involves what the court regards as unjust harassment of a party. It is, however, wrong to hold that because a matter could have been raised in early proceedings it should have been, so as to render the raising of it in later proceedings necessarily abusive. That is to adopt too dogmatic an approach to what should in my opinion be a broad, merits-based judgment which takes account of the public and private interests involved and also takes account of all the facts of the case, focusing attention on the crucial question whether, in all the circumstances, a party is misusing or abusing the process of the court by seeking to raise before it the issue which could have been raised before."
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[ House of Lords ] - [ Bailii ]

 
 In Re Pantmaenog Timber Company Ltd; ChD 15-Dec-2000 - Gazette, 15 December 2000; Times, 23 November 2000
 
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