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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: 2001 To: 2001

This page lists 92 cases, and was prepared on 02 April 2018.

 
Parkinson v Euro Finance Group Ltd [2001] 1 BCLC 720
2001


Company
In a dispute between co-owners of company shares, a share was to be valued on the basis of its value " to the co-owner of the Company, and not an open market value".
1 Citers


 
Re Rocksteady Services Ltd [2001] 1 BCLC 84
2001


Company
Director disqualification proceedings will not be struck out simply because there has been a delay in the course of the preparations for trial or even in the trial itself.
1 Citers


 
Welsby v Brelec Installations Limited [2001] BCC 421; [2002] 2 BCLC 576
2001
ChD
Blackburne J
Insolvency, Company
The CVA provided for the payment by the company of contributions to the supervisors for distribution to creditors. The company went on into a creditors' voluntary liquidation. Held: The sums held by the supervisors in trust for the CVA creditors remained subject to that trust notwithstanding the liquidation. Blackburne J said as to a CVA: " . . the effect of the creditors' approval of the debtors' proposal is, as is well-established, to give rise to a species of statutory contract between the creditors bound by the arrangement on the one hand and the debtor on the other." and "An arrangement is usually put together in some haste. Mod~flcations to it are frequently made at the statutory meeting of creditors with little time to reflect on how they relate to the other terms of the debtor's proposal. Quite often, as this case demonstrates, the resulting terms are clumsily worded. The arrangement ought therefore to be construed in a practical fashion. Otherwise there is a risk that careless drafting coupled with a too-literal approach to its construction will serve to frustrate rather than achieve the purpose of the arrangement."
1 Citers


 
Regentcrest plc v Cohen [2001] 2 BCLC 80
2001


Company
The good faith of the directors must be determined subjectively; the question is the director's state of mind.
1 Citers


 
Re Cubelock Ltd [2001] BCC 523
2001
ChD

Company
The procedures for disqualifying directors should not become hedged about with particular rules allowing directors to escape disqualification on small and technical points.
Company Directors Disqualification Act 1986
1 Citers


 
In re Anglo American Insurance Ltd [2001] BCLC 755
2001

Neuberger J
Company, Insolvency

1 Citers


 
LHS Holding Ltd v Laporte Plc [2001] EWCA Civ 278; [2001] 2 All ER (Comm) 563
21 Jan 2001
CA

Company, Contract

1 Cites

[ Bailii ]
 
Official Receiver v Stern and Another [2001] EWCA Civ 111
25 Jan 2001
CA

Company

Company Directors Disqualification Act 1986 6
1 Citers

[ Bailii ]
 
Trinity Mirror plc (formerly Mirror Group Newspapers Ltd) v Commissioners of Customs and Excise Gazette, 05 April 2001; Times, 06 March 2001; [2001] EWCA Civ 1219; [2001] EWCA Civ 65
25 Jan 2001
CA

European, VAT, Company
The issue by a company of shares is a supply of services for the purposes of VAT. The issue of shares was 'something done' by the company, as required by the Directive. The consideration received for such shares was part of the company's turnover, and therefore a VATable supply.
Sixth VAT Directive (77/388/EEC) - Value Added Tax Act 1994
[ Bailii ] - [ Bailii ]

 
 Royal Society for the Prevention of Cruelty to Animals v Attorney-General and others; ChD 26-Jan-2001 - Gazette, 15 February 2001; Times, 13 February 2001; [2001] EWHC 474 (Ch); [2001] 3 All ER 530; [2001] UKHRR 905; [2002] 1 WLR 448
 
The Secretary of State For Trade and Industry v John Backhouse Times, 23 February 2001; Gazette, 01 March 2001; [2001] EWCA Civ 1222
26 Jan 2001
CA

Costs, Company
Although the director of the companies being wound up was not himself a party to the winding up process, it was clear that he had exercised such entire control of them as to have treated them as an extension of himself. He had arranged for the proceedings to be resisted disregarding the interests of creditors, and for the purpose only of protecting his own personal reputation. In such circumstances it was proper to order him to pay the costs of the proceedings himself.
[ Bailii ]
 
Cleaver, Bodden v Delta American Reinsurance Company Appeal No 5 of 2000; [2001] UKPC 6
1 Feb 2001
PC
Lord Steyn Lord Lloyd of Berwick Lord Cooke of Thorndon Lord Scott of Foscote Sir Patrick Russell
Insolvency, Company, Commonwealth, Wills and Probate
(Cayman Islands) In the course of trading the company had given security to carry on its insurance business. On its insolvency, the administrators required the creditor to bring into hotchpot credit received in a foreign jurisdiction. It was said that having obtained an advantage over other unsecured creditors for the amount secured, the claiming creditor should make available to all creditors the payment already received. Held: The difference here, was that the payment received had arisen from a letter of credit, and had never been part of the insolvent company's estate. Hotchpot applies only to assets regarded as part of the estate in liquidation. Rule 4.88 did not operate as an exception to the hotchpot rules. Appeal dismissed.
Insolvency Rules 1986 4.88 4.96
1 Cites

[ Bailii ] - [ PC ]

 
 Connolly v Sellers Arenascene Ltd; CA 2-Feb-2001 - Times, 08 March 2001; Gazette, 22 February 2001; [2001] EWCA Civ 184

 
 Scotto v Petch and others, In re Sedgefield Steeplechase Co (1927) Ltd; CA 9-Feb-2001 - Times, 09 February 2001

 
 Hurst v Bennett and Others In Re A Debtor (No 302 of 1997); CA 16-Feb-2001 - Times, 15 March 2001; Gazette, 26 April 2001; [2001] EWCA Civ 182
 
Thakrar v Thakrar and others [2001] EWCA Civ 262
20 Feb 2001
CA

Company, Damages
Application for permission to appeal in case on the valuation of shares.
[ Bailii ]
 
In the Matter of Hawk Insurance Company Limited [2001] EWCA Civ 241; [2001] 2 BCLC 480
23 Feb 2001
CA
Chadwick LJ, Pill LJ
Company, Insolvency
Arrangements for putting in place voluntary arrangements for companies. Discussing Sovereign Insurance: "When applying Bowen LJ's test to the question "are the rights of those who are to be affected by the scheme proposed such that the scheme can be seen as single arrangement; or ought it to be regarded, on a true analysis, as a number of linked arrangements?" it is necessary to ensure not only that those whose rights really are so dissimilar that they cannot consult together with a view to a common interest should be treated as parties to distinct arrangements – so that they should have their own separate meetings – but also that those whose rights are sufficiently similar to the rights of others that they can properly consult together should be required to do so; lest by ordering separate meetings the court gives a veto to a minority group. The safeguard against majority oppression, as I sought to point out in the BTR case ([2001] 1 BCLC 740 at 747) is that the court is not bound by the decision of the meeting. It is important Bowen LJ's test should not be applied in such a way that it becomes an instrument of oppression by a minority. "
1 Cites

1 Citers

[ Bailii ]
 
In Re Premier Electronics (GB) Ltd Times, 27 February 2001; [2002] 2 BCLC 634
27 Feb 2001
ChD
Pumfrey J
Company
The petitioners brought an action under s459 and obtained freezing orders both in relation to the property of the subject company and in relation to the assets of its two executive directors up to the value of £500,000 each. On the adjourned return day Pumfrey J discharged the orders in relation to the executive directors on the grounds that the petition disclosed no cause of action against them sufficient to confer jurisdiction to grant or continue such orders. By the adjourned return date sufficient protection against the dissipation of the company's assets was in place to make the continuation of a freezing order in relation to the company's assets unnecessary. In proceedings alleging unfair prejudice to minority shareholders, but where there was no allegation in the proceedings which might lead to personal liability on a company's directors, and notwithstanding any balance of convenience, it was wrong to order the freezing of the directors assets. Pumfrey J: "In the context of a s459 petition I can well understand that it may be appropriate to grant Mareva relief against the company itself, in order to preserve the value of the interests of the members of the company. The petition, if it has a respondent, is primarily the company itself."
Companies Act 1985 459
1 Citers


 
Official Receiver and Hickling v Doshi [2001] EWHC Ch 451
1 Mar 2001
ChD
Hart J
Insolvency, Company

Company Directors Disqualification Act 1986 6
[ Bailii ]
 
Nugent and Another v Benfield Greig Group Plf and others [2001] EWCA Civ 397
14 Mar 2001
CA

Company

Companies Act 1985 459
[ Bailii ]

 
 Circuit Systems Ltd and Another v Zuken-Redac (UK) Ltd; CA 21-Mar-2001 - [2001] EWCA Civ 481; [2001] BLR 253

 
 Trustor Ab v Smallbone and Another (No 2); ChD 30-Mar-2001 - Times, 30 March 2001; Gazette, 17 May 2001; [2001] 1 WLR 1177; [2001] EWHC 703 (Ch)

 
 In Re Cedarwood Productions Ltd; In Re Inter City Print and Finishing Ltd; Secretary of State for Trade and Industry v Rayna and Another; ChD 3-Apr-2001 - Times, 03 April 2001; Gazette, 17 May 2001; [2001] 2 BCLC 48
 
CAS (Nominees) Ltd and Others v Nottingham Forest Fc Plc and Others [2001] EWHC Ch 442
5 Apr 2001
ChD
Hart J
Company

Companies Act 1985 459
[ Bailii ]
 
Secretary of State for Trade and Industry v Eastaway [2001] EWCA Civ 763; [2003] 2 BCLC 263
6 Apr 2001
CA
Tuckey, Rix, Arden LLJ
Company

Company Directors Disqualificatin Act 1985
1 Cites

1 Citers

[ Bailii ]
 
Jonathan Ball, McDermot Will and Emery(A Firm) v The Eden Project Ltd, The Eden Trust Times, 06 June 2001
11 Apr 2001
PatC

Intellectual Property, Company
One of two project developers registered a Trade Mark constituting the name of the proposed development in his own name. The assets were, as always intended, later transferred into the limited company, and the two developers were directors. It was held that company name could not be divorced entirely from its trading name, and the director's fiduciary duty to the company required him to transfer the trade mark registration to the company. Registering it in his own name had been an act for his personal interests conflicting with the interests of the company hew was bound to protect.
Trade Marks Act 1994

 
Day v Cook [2001] EWCA Civ 592
26 Apr 2001
CA

Professional Negligence, Company

1 Citers

[ Bailii ]
 
Harrington v Wakeling [2001] EWCA Civ 620
27 Apr 2001
CA
Jonathan Parker LJ
Insolvency, Company

[ Bailii ]

 
 Clarkson v Gilbert and others; CA 1-May-2001 - [2001] EWCA Civ 766
 
Maria Smith v White Knight Laundry Ltd [2001] EWCA Civ 660; [2001] 3 All ER 862
11 May 2001
CA

Company

1 Citers

[ Bailii ]
 
Bednash v Hearsey [2001] EWCA Civ 787
15 May 2001
CA
Potter LJ,Sir Martin Nourse
Insolvency, Company
The liquidator sought permission to appeal against rejection of its claim for repayment of sums by a director who, he said, had been paid excessive amounts. The claim had een rejected because at th time of payments, the company had not been insolvent. Held: The court approved the statement of law at first instance: "While a company is not actually insolvent and is continuing to trade, directors deciding what to pay themselves must strike a fair balance, taking into account the value of their services to the company, the position on creditors, the company's overall state and the availability of funds to make the payments. Reasonable latitude must be allowed before the court will say that payments to directors are so irresponsible as to have constituted a breach of their fiduciary duties; and it would take exceptional circumstances before they would be expected (if they ever were) to suspend their own remuneration altogether."
[ Bailii ]

 
 Bairstow and Others v Queens Moat Houses plc; CA 17-May-2001 - [2001] EWCA Civ 712; [2002] 2 BCLC 531; [2001] 2 HCLC 53

 
 Jarrett, Regina (on The Application of) v The Secretary of State for Trade and Industry; Admn 22-May-2001 - [2001] EWHC 389 (Admin)
 
CMS Dolphin Ltd v Paul M Simonet and Another [2001] EWHC Ch 415; [2001] 2 BCLC 704
23 May 2001
ChD
Justice Lawrence Collins
Company, Arbitration
The claimant asserted that the defendant had, having at one point been a creative director of the claimant, left to set up an alternate competing business, and diverted business from the first company to the new one. There had been disagreements about the extent of capital to be introduced. The defendant asserted that this happened after he had been marginalised within the old company and had resigned as director at the invitation of the other partner. Held: The power to resign is not itself a fiduciary power. A resigning director could not take to himself a business opportunity maturing within the first company. He became a constructive trustee of that maturing business opportunity. In this case the defendant had so acted. He was liable personally even though the opportunity was pursued through a second limited company.
Lawrence Collins J said: "In my judgment the underlying basis of the liability of a director who exploits after his resignation a maturing business opportunity of the company is that the opportunity is to be treated as if it were property of the company in relation to which the director had fiduciary duties. By seeking to exploit the opportunity after resignation he is appropriating for himself that property. He is just as accountable as a trustee who retires without properly accounting for trust property. In the case of the director he becomes a constructive trustee of the fruits of his abuse of the company's property, which he has acquired in circumstances where he knowingly had a conflict of interest, and exploited it by resigning from the company."
1 Cites

1 Citers

[ Bailii ]

 
 Winpar Holdings Ltd v Joseph Holt Group plc; CA 24-May-2001 - Times, 24 May 2001; Gazette, 12 July 2001
 
Secretary of State for Trade and Industry v Crane and Another Times, 04 June 2001; Gazette, 07 June 2001
4 Jun 2001
ChD

Company, Human Rights, Criminal Practice
Outside of any statutory limitations, there was nothing to prevent a prosecutor making use of helpful ideas disclosed in civil proceedings in his case against a defendant. Questions about a defendant's right of silence in criminal proceedings did not apply in civil matters. Judges in either court had powers to control their proceedings to prevent unfairness, but the purposes of the civil court could not be delayed indefinitely because of a risk that the defendant might be prejudiced in later criminal proceedings.
Company Directors Disqualification Act 1986 20


 
 Agnew and Kevin James Bearsley v The Commissioner of Inland Revenue, and Official Assignee for the Estate In Bankruptcy of Bruce William Birtwhistle and Mark Leslie Birtwhistle; PC 5-Jun-2001 - [2001] 2 AC 710; [2001] UKPC 28; [2001] BCC 259; [2001] 2 BCLC 188; [2001] Lloyd's Rep Bank 251; [2001] 3 WLR 454
 
In Re X Ltd Times, 05 June 2001; Gazette, 07 June 2001
5 Jun 2001
ChD

Company
A was one of two directors of a company. The co-director gave notice to call an extraordinary meeting at which it was proposed that A would be dismissed as a director. A applied to court for an injunction to prevent this, on the grounds that it would cause him irremediable damage. The co-director responded that the court had no power under this section to do so. The judge held that in this case A's prospects of success were very low, but that the power did exist, and could be exercised in an appropriate case. That would require a reasonable prospect of success, and that an injunction would maintain the status quo, or prevent the substantive action becoming nugatory.
Companies Act 1985 459

 
Breith v Kelly [2001] EWCA Civ 896
13 Jun 2001
CA

Company
Expulsion from partnership for breach of agreement.
[ Bailii ]
 
Regina on the Application of A and Snaresbrook Crown Court Times, 12 July 2001; [2001] EWHC Admin 456
14 Jun 2001
Admn

Company, Crime, Criminal Practice
A company director can be convicted of theft from his company even though the act might technically be the act of the company. Here company directors had paid bribes to people with whom the company intended to do business. The bribes were paid out of company funds and with the intention of benefiting the company. Nevertheless, appropriation under the Act, does not need to be without the consent of the owner. The dishonesty element must be directed toward the owner of the property.
Theft Act 1968 3(1)
[ Bailii ]
 
Comax Secure Business Services Ltd v Wilson Unreported 21 June 2001
21 Jun 2001

HH Judge Seymour QC
Company
Mr Wilson (who appeared in person) was held liable to account for profits received by a company called Nemesis Ltd, which he controlled. The dishonest assistant was himself in a position to receive the profit personally, which he chose not to receive, but diverted elsewhere. He was liable as a dishonest assistant: "Mr Wilson submitted that neither he nor Mr Coker had personally received any part of the profit in relation to transactions 17 and 18. He submitted that therefore they should not be held liable to account for those profits. He made the same submission in relation to the profit made on transactions 19 and 20. So far as transactions 17 and 18 are concerned, the submission misses the point. As a result of the breach by Mr Coker of his fiduciary duty owed to Comax, in which breach Mr Wilson knowingly assisted, they were in a position to receive the proceeds of the sales to Lombard in respect of transactions 17 and 18. They chose so to arrange their affairs, that they did not receive those proceeds themselves, but those proceeds were received first by Copease UK Ltd and then, as to the vast majority, by Nemesis. They cannot by so arranging their affairs avoid the liability which otherwise rests upon them."
1 Citers


 
In Re Blackspur Group Plc; Secretary of State v Eastaway Gazette, 21 June 2001; Times, 05 July 2001; [2001] 1 BCLC 653
21 Jun 2001
ChD

Company
The director was amongst a group against whom a director disqualification order was sought. He offered an undertaking, but the Secretary of State refused to accept this unless it was accompanied by a statement as to the factual basis on which it was made. The director's application failed. There was no explicit provision in the Act either way, and it could therefore be said to be ambiguous. Looking at the proceedings in Parliament and the amendments made it was clear that an undertaking was not to be accepted unless the Secretary of State had received evidence to satisfy him as to its need. It was appropriate, accordingly, to accompany the undertaking with a statement which demonstrated compliance with the Act.
Company Directors Disqualification Act 1986 7(2A)
1 Cites

1 Citers



 
 In Re Cedarwood Productions Ltd; In Re Inter City Print and Finishing Ltd; Secretary of State for Trade and Industry v Rayna and Another; CA 26-Jun-2001 - Times, 12 July 2001; Gazette, 26 July 2001; [2004] BCC 77

 
 Profinance Trust SA v Gladstone; CA 2-Jul-2001 - Times, 07 August 2001; Gazette, 26 July 2001; [2001] EWCA Civ 1031; [2001] EWCA Civ 1133; [2002] 1 BCLC
 
In Re Dennis Hilton Ltd Times, 04 July 2001
4 Jul 2001
ChD

Company
A director of a failed company had been prosecuted for matters relating to the failure. The criminal court had had power to impose a disqualification order but did not do so. The Secretary of State subsequently applied for a civil disqualification, and the respondent argued that, given the view taken by the criminal court, this was an abuse of process. The court held that the exercise of the power was ostensibly proper, and a court should be slow to intervene. The section clearly anticipated an application being made in the light of criminal proceedings, and the failure to make an application whilst the criminal proceedings remained outstanding could not be read as an intention to abandon applying for a disqualification order.
Company Directors Disqualification Act 1986 4

 
Reynard v Secretary of State for Trade and Industry Times, 10 July 2001; Gazette, 05 July 2001
5 Jul 2001
ChD

Company
In the course of disqualification proceedings, a company director was found to have attempted to mislead the court. It was held that that finding could assist the court in finding that the director could be capable of misconduct. However that misconduct in court could not found a separate head of complaint under the Act, and nor could it justify an extension of the period of disqualification. The period of disqualification had to be fixed by reference to the conduct on which the original complaint was founded.
Company Directors Disqualification Act 1986 6(2)


 
 Phillips and Another v Robin James Symes and Robin Symes Ltd; ChD 9-Jul-2001 - Gazette, 06 September 2001; Times, 02 October 2001; [2001] EWHC Ch 395
 
Money Markets International Stockbrokers Ltd v London Stock Exchange Ltd and Another
10 Jul 2001
ChD
Neuberger J
Company, Financial Services, Insolvency
MMI were members of the London Stock Exchange, and accordingly held one share in that non-profit making institution. The share was valueless. Anticipating losing their membership and so the share, and also the demutualisation, the share was to be transferred to a third party. At that point it would become worth £3 million. Because the ownership of the share was merely an incident of membership, there was no conflict between the rules which deprived it both of membership and the share, and the rules which invalidated the transfer of assets of an insolvent person. Until the de-mutualisation, the share remained worthless, and the insolvency rules did not bite.
1 Cites


 
Sir Elton Hercules John and Others v Price Waterhouse and Others Times, 22 August 2001; Gazette, 06 September 2001; [2001] EWHC Ch 391; [2002] EWCA Civ 899
12 Jul 2001
ChD
The Hon Mr Justice Ferris
Company, Costs
The applicants were auditors to the company, and, having successfully defended a claim by the company, sought their costs on an indemnity basis, rather than on the standard basis as awarded. Held: The auditors, as also for directors, were given a right under Table A to an indemnity, and that indemnity was not displaced by an otherwise comprehensive terms of appointment letter. Even though they might have the right to commence a second action to recover the difference between the costs award and their rights under the appointment, a court should be reluctant, in costs proceedings, to make an award on this basis. Even though the company may have no effective defence to a second claim, the costs in the case before the court should be on the standard basis.
Companies (Tables A to F) Regulations 1985 (1985 No 805)
[ Bailii ] - [ Bailii ]
 
Coleman Taymar Ltd and Others v Oakes and Another Times, 03 September 2001; Gazette, 13 September 2001; [2001] 2 BCLC 749
19 Jul 2001
ChD
Reid QC J
Company
A company director owed a fiduciary duty to his company, but that could not, of itself, prevent him making arrangements to set up in competition once his employment by the company came to an end, save only for acts during the period of his employment. While the question whether a director has acted honestly is to be tested subjectively; the question whether he has acted reasonably is an objective one. That he was to set up the business did not prevent him claiming relief under the section. If he had behaved reasonably and honestly and within his duties, he could be entitled to relief whether the company claimed against him for breach of duty, or for an account of profit, or for damages. In this case he had gone behind the company's back to negotiate to take over leases to the company, and was, to that extent, in breach. No damages would however be awarded for the period after the termination of his employment, but whilst he remained technically a director. Section 727 might apply so as to relieve a director of a duty to account which would otherwise have arisen because of a failure to disclose an interest.
Companies Act 1985 727(1)
1 Cites

1 Citers


 
Giles v Rhind Times, 06 August 2001; Gazette, 06 September 2001; [2003] Ch 618
24 Jul 2001
ChD
Blackburne J
Damages, Company
The company had suffered losses after an alleged breach of confidence by a director. The applicant sought to recover his losses as a shareholder, after the company became unable or unwilling itself to pursue an action to recover the losses it had suffered. The court held that the shareholder's action must fail. The losses he sought, including the devaluation of his shares in the company and otherwise, were all derived from the losses which the company had itself suffered. Where those losses might have been made good if the company itself had pursued the case, the shareholder was not able himself to pursue the loss, applying Johnson v Gore Wood & Co.
1 Cites

1 Citers



 
 In re Pantmaenog Timber Co Ltd; CA 25-Jul-2001 - Times, 08 August 2001; Gazette, 13 September 2001; [2002] Ch 239
 
Tracs (Engineering) Ltd v Sampson and others [2001] EWCA Civ 1388
26 Jul 2001
CA

Employment, Company

[ Bailii ]
 
Ghassan Shaker and Others v Mohammed Al-Bedrawi and Others [2001] EWHC Ch 159
26 Jul 2001
ChD
Mr Justice Lawrence Collins
Company, Torts - Other

1 Citers

[ Bailii ]
 
Brown and Another v Bennett and others [2001] EWCA Civ 1352
27 Jul 2001
CA
Aldous LJ
Company

[ Bailii ]
 
Goldberg v Secretary of State for Trade and Industry [2001] EWCA Civ 1237
30 Jul 2001
CA

Company
Appeal from Company Director Disqualification
Company Directors Disqualification Act 1986
[ Bailii ]
 
Deakin and Others v Faulding and Others; Specialist Group International Ltd v Deakin and Others; etc Times, 29 August 2001; Gazette, 13 September 2001; [2001] EWHC Ch 7
31 Jul 2001
ChD
The Hon Mr Justice Hart
Company
Directors of a company authorised payment of bonuses, but the power to do so lay with the shareholders, not the directors. However, the beneficial owner of a share held for him by a nominee could give assent to a motion of the company at a general meeting. The company sought repayment of the bonuses. Held: Where all the shareholders who could have voted, attended a meeting at which they assented to some act, they are to be treated as if that act had been taken at a shareholders meeting.
1 Cites

1 Citers

[ Bailii ] - [ Bailii ]
 
Express Newspapers v The Telegraph Group Ltd [2001] EWHC Ch 2
31 Jul 2001
ChD
The Vice-Chancellor
Company

1 Cites

1 Citers

[ Bailii ]
 
Pelling v Families Need Fathers Ltd [2001] EWCA Civ 1280; [2002] 1 BCLC 645; [2002] 2 All ER 440,
1 Aug 2001
CA
Lord Justice Jonathan Parker, Lord Justice Mummery, Mr Justice Wilson
Company, Information
The claimant, a member of the company, a charitable company limited by guarantee, sought a list of the company's members. This was refused, and the court used a discretion not to order the list to be produced. The applicant sought to lead a group intending to remove the present board of directors. He appealed on the basis that his motives were irrelevant, and no such discretion existed. The company argued that the release of the names would breach the Data Protection Act. The court held that the words of the section created a discretion. It would not be a breach of the 1984 Act to release the list, but the purpose of the section and the parties could better be met by an appropriate arrangement for him to be allowed to contact the members through the company.
Companies Act 1985 356 (6) - Data Protection Act 1984 34
1 Cites

[ Bailii ]

 
 Regina v Ward; Regina v Howarth; CACD 10-Aug-2001 - Times, 10 August 2001
 
Ness Training Limited v Triage Central Ltd and c [2001] ScotCS 212; [2001] ScotHC 94
27 Aug 2001
ScHC
Lord Eassie
Scotland, Company, Administrative, Trusts
The complainant sought a contract to deliver services to the New Deal system in Scotland as part of a joint venture. They incorporated in England, but were then told they needed to be a Scottish company. A new company was established in Scotland, which continued the services. The other members of the venture later declined to account of a share of the receipts, and a claim was made for such a share. Held: A joint venture need not amount to a partnership in law. Were the business profits held subject to a trust? It was difficult to identify just what property might be subject to such a trust. In reality any duty extended to one to award a share in the company which was to be set up to run the venture. That was not what was claimed, and would fall short of what was claimed.
1 Cites

[ Bailii ] - [ Bailii ]
 
Secretary of State for Trade and Industry v Eastaway; Re Blackspur Group (No 3), Secretary of State for Trade and Industry v Davies and Others (No 2) [2001] EWCA Civ 1595; [2003] 2 BCLC 263
13 Sep 2001
CA

Company

Company Directors Disqualificatin Act 1985
1 Cites

1 Citers

[ Bailii ]
 
MCA Records Inc and Another v Charly Records Ltd and others (No 5) [2001] EWCA Civ 1441; [2002] FSR 26; [2002] BCC 650; [2002] ECDR 37; [2003] 1 BCLC 93; [2002] EMLR 1
5 Oct 2001
CA
Lord Justice Simon Brown, Lord Justice Chadwick And Lord Justice Tuckey
Intellectual Property, Company
The court discussed the personal liability of a director for torts committed by his company: "i) a director will not be treated as liable with the company as a joint tortfeasor if he does no more than carry out his constitutional role in the governance of the company--that is to say, by voting at board meetings.
ii) there is no reason why a person who happens to be a director or controlling shareholder of a company should not be liable with the company as a joint tortfeasor if he is not exercising control though the constitutional organs of the company and the circumstances are such that he would be so liable if he were not a director or controlling shareholder. In other words, if, in relation to the wrongful acts which are the subject of complaint, the liability of the individual as a joint tortfeasor with the company arises from his participation or involvement in ways which go beyond the exercise of constitutional control, then there is no reason why the individual should escape liability because he could have procured those same acts through the exercise of constitutional control.
iii) liability as a joint tortfeasor may arise where the individual "intends and procures and shares a common design that the infringement takes place".
iv) whether or not there is a separate tort of procuring an infringement of a statutory right, actionable at common law, an individual who does "intend, procure and share a common design" that the infringement should take place may be liable as a joint tortfeasor." (Chadwick LJ)
1 Cites

1 Citers

[ Bailii ]
 
Thakrar and Another v Thakrar and others [2001] EWCA Civ 1475
5 Oct 2001
CA

Company
Renewed applications for permission to appeal.
[ Bailii ]
 
Eastgate Group Ltd v Lindsey Morden Group Inc, and Smith and Williamson (a Firm) Gazette, 08 November 2001; [2001] EWCA Civ 1446; [2002] 1 WLR 642
10 Oct 2001
CA
Potter LJ and Longmore LJ
Company, Professional Negligence, Damages
The defendant faced a claim for breach of warranties given by vendors in a company share sale agreement. The sought a contribution from the purchasers accountants who had prepared figures upon which the purchase decision was based. The defendants' liability was strictly in contract, but the contribution they sought arose in negligence. The Act formulated the liability widely. However the damage arising from one claim, was not the same as the other, and no mutual discharge would apply. The request had been refused, and the defendant appealed. Held: The judge had erred in holding that there would be no mutual discharge, and therefore the claim was capable of being subject to a claim for contribution. The fact that different sums might be payable did not mean that the claims were different. It was not correct to try to judge the issue of whether it would be just and equitable to make an order at an interlocutory stage.
Civil Liability (Contributions) Act 1978
1 Cites

1 Citers



 
 JJ Harrison (Properties) Ltd v Harrison; CA 11-Oct-2001 - [2001] EWCA Civ 1467; [2002] 1 BCLC 162
 
Rakusens Ltd v Baser Ambalaj Plastik Sanayi Ticaret AS Gazette, 01 November 2001; Times, 09 November 2001; [2001] EWCA Civ 1820
11 Oct 2001
CA
Buxton, Arden, LJJ, Bodey J
Litigation Practice, Company
A company had sought and obtained leave to serve proceedings on a foreign based company, by serving documents on a local agent. The local agent was an independent contractor, who received and transmitted orders to the company, but who, themselves, had no authority to bind the company in contract. Held: The section allowed service at a 'place of business' within the jurisdiction. As a commission agent, unable to conclude business for the defendants, the address was not a place of business of the defendants. The claim was not validly served.
Companies Act 1985 695(2)
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 Regina v Allen; HL 11-Oct-2001 - [2001] UKHL 45; [2002] 1 AC 509; [2002] HRLR 4; [2001] 4 All ER 768; [2001] STC 1537; 4 ITL Rep 140; [2002] 1 Cr App Rep 18; [2001] BTC 421; [2001] STI 134; [2001] UKHL TC_74_263
 
Darbyshire and Another v Ramage [2001] EWCA Civ 1540
15 Oct 2001
CA

Company
Proceedings for an account between partners.
[ Bailii ]
 
Smith v Henniker-Major and Co [2001] EWHC 484 (Ch)
17 Oct 2001
ChD

Company, Agency

1 Citers

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Currencies Direct Ltd v Ellis Times, 27 November 2001
19 Oct 2001
QBD
Mr Justice Gage
Company
The fact that a loan to a director was unlawful did not prevent a company seeking to recover or enforce the loan. A transaction made in contravention of section 330 was voidable at the instance of the company. The implication of section 341 was that public policy did not prevent a company from recovering a loan to a director.
Companies Act 1985 330(2)(a) 340 341 342
1 Citers


 
Gloyne v Richardson and Another [2001] EWCA Civ 1689
23 Oct 2001
CA
Aldous, Laws LJJ
Contract, Company

[ Bailii ]

 
 Deg-Deutsch Investitions Und Entwicklungsgesellschaft Mbh v Koshy (No 3) Gwembe Valley Development Co Ltd v Same (No 3); ChD 26-Oct-2001 - Times, 10 December 2001
 
Marsden v Elston and Another [2001] EWCA Civ 1746
5 Nov 2001
CA

Company, Contract
Appeal against award of damages for breach of agreement on resignation of company director.
[ Bailii ]
 
SEA Assets Ltd v Perusahaan Perseroan (Persero) Pt Perusahaan Penerbangan Garuda Indonesia [2001] EWCA Civ 1696
7 Nov 2001
CA

Company
The claimant appealed against the sanctioning of a scheme of arrangement under section 425.
Companies Act 1985 425
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 Smith (Administrator of Cosslett (Contractors) Limited) v Bridgend County Borough Council; In re Cosslett (Contractors) Ltd; HL 8-Nov-2001 - [2001] UKHL 58; [2002] 1 AC 336; 80 Con LR 172; [2001] 3 WLR 1347; [2002] 1 All ER 292; [2002] 1 BCLC 77; [2002] TCLR 7; [2001] BCC 740; [2002] BLR 160; [2001] NPC 161
 
Reynard v Secretary of State for Trade and Industry [2001] EWCA Civ 1765
20 Nov 2001
CA

Company
Applications for leave to appeal by both the Secretary of State and the direcyor against the period of disqualification (5.5 years) imposed. Question of whether a former director's mendacity in court could affect the period of disqualification.
Company Directors Disqualification Act 1986 6
[ Bailii ]
 
Official Receiver v Stern and Another [2004] BCC 581; [2002] 1 BCLC 119; [2000] 1 WLR 2230; [2001] EWCA Civ 1787
20 Nov 2001
CA
The Vice-Chancellor, Lord Justice Buxton, And, Lady Justice Arden
Company
The director appealed against a 12 year disqualification. The basis of the disqualification was unlawful trading to the detriment of creditors, and taking excess drawings.
Company Directors Disqualification Act 1986
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Secretary of State for Trade and Industry v Creegan and others [2001] EWCA Civ 1742; [2002] 1 BCLC 99
27 Nov 2001
CA

Company
"It is well established on the authorities that causing a company to trade, first, while it is insolvent and, secondly, without a reasonable prospect of meeting creditors' claims is likely to constitute incompetence of sufficient seriousness to ground a disqualification order. But it is important to emphasise that it will usually be necessary for both elements of that test to be satisfied. In general, it is not enough for the company to have been insolvent and for the director to have known it. It must also be shown that he knew or ought to have known that there was no reasonable prospect of meeting creditors' claims"
Company Directors Disqualification Act 1986 6
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In re Pantone 485 Ltd [2001] EWHC 705 (Ch); [2002] 1 BCLC 266
29 Nov 2001
ChD
Richard Field QC HHJ
Company, Limitation
The respondent Bain was a director of a number of connected companies, including Smarturgent and Pantone, both of which he indirectly controlled. The liquidator of both companies brought proceedings against Bain on a number of claims for breach of duty as a director, including that he had caused Smarturgent to spend a total of over £86,000 for the benefit of Pantone. It was argued on behalf of Bain that this claim was time-barred, but the liquidator relied on section 21(1)(b). Held: Field QC responded to the submission saying: "The claim against Mr Bain is not that he transferred Smarturgent's money to himself but that he caused the company's money to be spent not for Smarturgent's benefit but for Pantone's. Mr Shaw submitted that the fact that the machine was acquired and the rentals paid for the benefit of Pantone, a company in which Mr Bain had an indirect controlling interest through his shareholding in AS2 meant that he was to be regarded as having received the trust property . . In my judgment, as a matter of basic principle where a fiduciary uses his beneficiary's money to confer a benefit on a company he controls he is denying the beneficiary's title to the money for his own purposes and this amounts to a conversion for his own use. The same is true where a fiduciary causes his beneficiary to incur a liability for the benefit of a company which the fiduciary controls. Since this is what the applicant is in substance alleging under the MOVP claim, I hold that this claim is within section 21(1)(b) of the Limitation Act and is therefore not statute barred."
Limitation Act 1980 2(1)(b)
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Mehdi v Bates Aka Muhammad Rafiq [2001] EWCA Civ 1948
3 Dec 2001
CA
Simon Brown VP CA, Waller, Sedley LJJ
Contract, Company
Whether contract made personally or through company.
[ Bailii ]
 
re Queen's Moat House Plc Unreported, 5 December 2001
5 Dec 2001
ChD
Mr Justice Pumfrey
Company, Estoppel
The interests of justice are unlikely to require a second investigation of facts, which have already been the subject matter of an exhaustive examination.
1 Citers


 
Slater Ltd and Others v Beacontree General Commissioners and Another Times, 18 December 2001; Gazette, 06 February 2002
6 Dec 2001
ChD
Justice Lightman
Taxes Management, Company, Corporation Tax
When the general commissioners were investigating an appeal against the imposition of penalties, it was open to them to ask the company to present more detailed accounts than would be provided under the rules which allowed smaller companies to file short accounts. It was not enough to offer access to the companies books. The commissioners were entitled to require a profit and loss account in one of the four statutory formats. The defaults in this case were deliberate, and inexcusable, and the penalties should be sufficiently substantial to mean something. The penalties here were modest and the companies could make no legitimate complaint of them.
Companies Act 1985 248 - General Commissioners (Jurisdiction and Procedure) Regulations 1994 (1994 No 1812) 10(3)

 
Patrick Queen v Secretary of State for Trade and Industry Unreported, 06 December 2001
6 Dec 2001
SCS

Scotland, Company

Company Directors Disqualification Act 1986 8A
1 Citers


 
John Andrew Bagnall, Andrew John Maher v Mobile Oil New Zealand Limited (Appeal No 23 of 2001) 23 of 2001; [2001] UKPC 57
11 Dec 2001
PC
Lord Bingham of Cornhill Lord Hobhouse of Woodborough Lord Scott of Foscote Sir Martin Nourse Sir Kenneth Keith
Company, Commonwealth
(New Zealand) The respondent sponsored motor racing events in New Zealand. The company had failed to deliver the races agreed, and went into liquidation. The appellants had guaranteed its obligations. Summary judgement had been sought but refused, because it could not be said that the appellants had no arguable defence. The appellants appealed the reversal of that judgement. They argued that the respondents had contributed to the default. Held: By the time the respondents announced that the races would not be run, thereby contributing further to the difficulties, earlier races had already not been run, and the right to refund had already arisen. Appeal refused.
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Bonham v Crow and others [2001] EWCA Civ 1931
13 Dec 2001
CA
Lord Justice Clarke And Lady Justice Arden
Company
The petitioner complained of unfair prejudice in the way the company had been operated, and sought an order that his shares be bought out. However the judge found that the net value of the company was negative and the shares worthless. The judge had held that an offer to buy the shares for £5,000 had been reasonable, but that since this was unacceptable to the petitioner, no order was to be made. The petitioner appealed on the basis that the judge had not allowed for irregularities in the accounting. Held: The relief sought was discretionary, and the judge's decision was not to be interfered with easily. The judge had found prejudicial behaviour by the respondents. The judge had failed to make allowance for the shareholders' agreement, which if followed would have led to payments to the petitioner. The accounting irregularities, when allowed for put value back into the company, and the appeal was allowed.
Companies Act 1985 459
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 Barings Plc and Related Companies, Re; ChD 13-Dec-2001 - [2001] EWHC Ch 466
 
Anderson v Hogg Times, 22 January 2002
14 Dec 2001
IHCS
Lord Coulsfield, Lord Hamilton and Lord Prosser
Scotland, Company
The appellant sought an order under the section for repayment to the company of sums paid to a director by way of extra redundancy payments. He said the payments were improper. His application had been refused, in part because he had not chosen the more direct method of asking the company to seek repayment directly, and also because the applicant had not shown the necessary element of unfairness, over and above unlawfulness. Held: The existence of the alternate and more straightforward method of recouping the payment did not invalidate the request for this order. It was clear that the action was not unavailable, and that the payment had not been approved by the company as a whole. Nevertheless the jurisdiction should be exercised only on established principles of equity. Here the order should be granted.
Companies Act 1985 459
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Bracken Partners Ltd v Gutteridge and Others [2001] EWHC 568 (Ch)
17 Dec 2001
ChD
Stanley Burnton J
Company, Litigation Practice
On notice applications by claimant for continuation of freezing order, and by the defendant for the discharge of the order.
[ Bailii ]
 
Colin Joseph Brazier, Brazier Scaffolding Limited v Bramwell Scafolding (Dunedin) Limited, Bruce Leonard Harvey and Bramwell Scaffolding Limited (New Zealand) No 7 of 2001; [2001] UKPC 59
18 Dec 2001
PC
Lord Slynn of Hadley Lord Hutton Lord Hobhouse of Woodborough Sir Martin Nourse Sir Murray Stuart-Smith
Commercial, Company, Commonwealth
(New Zealand) One party sought the restructuring of a company in which he owned a substantial interest. The settlement required him to undertake not to compete with the company. Later he was suspected to be acting in breach of the covenant, and his explanation was not accepted by the court. It was argued that the finding was a finding of fraud where none had been pleaded. Held: The decision did not imply any finding of fraud. An injunction had been granted to oblige the appellant not to act in breach of the covenant, but not against the man who, it had been claimed as acting as his front man. It was argued that damages could not be awarded as well as an injunction. That power existed and there was no double recovery.
Companies Act 1955 (New Zealand)
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Konamaneni v Rolls Royce Industrial Power (India) Limited Times, 31 January 2002; [2001] EWHC Ch 470; [2002] 1 WLR 1269
20 Dec 2001
ChD
Justice Lawrence Collins
Jurisdiction, Company, Civil Procedure Rules
The claimants founded their action on the assertion that the defendants had been corrupt in obtaining contracts in India. The defendants argued that the English courts had no jurisdiction. The claimants held various small shareholdings in a company used as a vehicle for paying bribes, and sought return of the money paid. It was a derivative action. Held: The company should normally be claimant in such an action. Such claims need not be restricted to English companies, and the English courts were the appropriate lex fori for this claim, but only if there was no other appropriate forum. The parties could offer to submit to Indian jurisdiction, and the defendant had done so. The courts of the place of incorporation will almost invariably be the appropriate forum for issues which relate to the existence of the right of shareholders to sue on behalf of the company. Most of the witnesses would be in India. The Indian connections of this case were overwhelming.
Civil Procedure Rules 19.9 6.21 2(a)
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Professional Contractors' Group and Others v Commissioners of Inland Revenue Times, 14 January 2002; [2001] EWCA Civ 1945; [2002] STC 165
21 Dec 2001
CA
Lord Justice Auld, Lord Justice Robert Walker, And, Lord Justice Dyson
Income Tax, Employment, Company
Legislation had been enacted to tax under Schedule E, people employed through one man service companies and similar. Representatives of such taxpayers sought review of the legislation as incompatible with European law being a hindrance to the freedom of movement of workers and also state aid. The law set to catch those who would be employees rather than self-employed but for the use of the limited company. Held: To constitute state aid, their must a an advantage created to an identifiable class of undertakings. A provision which appears discriminatory may not be so if it puts two groups on a more equal basis. There was no state aid. IR35 does not provide a particularly burdensome restriction on those wishing to work within the UK, save where the true character of the relationship was one of employment. Genuine self-employed activities will not be affected and a business of providing employee-like services will be taxed as if there was a real employment situation.
Finance Act 2000 60 - Welfare Reform and Pensions Act 1999 75 76 - Social Security Contributions (Intermediaries) Regulations 2000 (2000 No 272)
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