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Company - From: 2002 To: 2002

This page lists 86 cases, and was prepared on 02 April 2018.

 
Folkes Group Plc v Alexander [2002] 2 BCLC 252
2002


Company



 
 Re Pantone 485 Ltd; ChD 2002 - [2002] 1 BCLC 266

 
 Re Denis Hilton Ltd; ChD 2002 - [2002] 1 BCLC 302
 
Re Woven Rugs Ltd [2002] 1 BCLC 324
2002
ChD
Anthony Mann QC
Company

1 Citers


 
Aines Asset Management v Kazakhstan Investment Fund [2002] WL 1654967
2002
ChD
Gabriel Moss QC
Company
The company was incorporated in a non-Convention country, namely the Cayman Islands. It had no assets in the Cayman Islands and all its assets were in Kazakhstan. Held: Mr Moss rejected a submission that one should look at only the ability to enforce the judgment in the country of incorporation, namely the Cayman Islands, saying: "To interpret the provision in such a way that the risk of enforcement relates only to the place of residence of the counterclaiming company would, in my judgment, be absurd if, as in the present case, the place of incorporation is one which is no doubt simply convenient for tax and regulatory reasons. To say that the risk only relates to enforcement in that jurisdiction would be to give a completely unrealistic emphasis to the place of incorporation or residence . . The limit to the question relating to the risk of enforcement to the Cayman Islands alone would, in my judgment, would be to apply the discretion given by the CPR in a wholly unrealistic and impractical manner."
1 Citers


 
Konamameni v Rolls Royce Industrial Power (India) Ltd [2002] 1 All ER 979
2002


Company, Jurisdiction
The entitlement to bring a derivative action in the English courts is governed by the law of the place of incorporation of the company in question.
1 Citers


 
Practice Statement (Companies Schemes of Arrangement) [2002] 1 WLR 134
2002


Company

1 Citers


 
J J Harrison v Harrison [2002] BCLC 162
2002


Company
A company director, having concealed relevant information from the board, obtained company property at a substantial undervalue.
Companies Act 1985 21
1 Citers



 
 Chaston v SWP Group plc; CA 2002 - [2002] EWCA Civ 1999

 
 Hampton and Sons v Garrard Smith (Estate Agents); CA 2002 - 274 EG 1139
 
Whitbread (Hotels) Ltd and Another v Walkmore (95) Ltd Times, 18 January 2002
4 Jan 2002
OHCS
Lord Eassie
Scotland, Company, Limitation
Where application was made to restore a company to the register, to face court action, the court should look at the issues of limitation, and at how any delays had arisen. Held: The court should be aware of the potential prejudice created by the use of the section. In this case there was no reason why the claimant should escape the normal consequences of that part of the delay which lay at his feet.
Companies Act 1985 653(3)
1 Cites


 
Whitbread (Hotels) Limited v Whitbread (Gc) Limited for an Order In Terms of Section 653 of the Companies Act 1985 for the Name of Walkmore (95) Limited To Be Restored To the Regi
4 Jan 2002
SCS
Lord Eassie
Scotland, Company

[ ScotC ]
 
Lutz Gmbh and others C-182/00; [2002] EUECJ C-182/00
15 Jan 2002
ECJ
P. Jann, P
European, Company
ECJ Reference for a preliminary ruling - Disclosure of annual accounts and annual report - Maintenance of a register of companies - Lack of jurisdiction of the Court
[ Bailii ]
 
In re Equitable Life Assurance Society and in re Companies Act 1985 [2002] EWHC 140 (Ch)
4 Feb 2002
CA
Lloyd J
Company



 
 Secretary of State v Nimley; ChD 5-Feb-2002 - Unreported, 5 Feb 2002
 
In Plus Group Ltd v Pyke [2002] EWCA Civ 147; [2002] 2 BCLC 201
6 Feb 2002
CA
Sedley LJ, Brooke LJ, Jonathan Parker LJ
Company
P was a director of In Plus. However, he had fallen out with his co-director; and had been effectively excluded from the management of the company. While still a director, he set up his own company which entered into contracts on its own behalf with a major customer of In Plus. In so doing, he used no property belonging to In Plus and made use of no confidential information which had come to him as a director of In Plus. Held: he was not in breach of his fiduciary duties to In Plus, even though he remained a de jure director of it. The two strands of the fundamental rule that obliged fiduciaries to account for personal benefit or gain had two separate themes were labelled the "no conflict rule" and the "no profit rule". They must be considered separately. Sedley LJ: "Quite exceptionally, the defendant's duty to the claimants had been reduced to vanishing point by the acts (explicable and even justifiable though they may have been) of his sole fellow director and fellow shareholder Mr Plank. Accepting as I do that the claimants' relationship with Constructive was consistent with successful poaching on Mr Pyke's part, the critical fact is that it was done in a situation in which the dual role which is the necessary predicate of [the claimants'] case is absent. The defendant's role as a director of the claimants was throughout the relevant period entirely nominal, not in the sense in which a non-executive director's position might (probably wrongly) be called nominal but in the concrete sense that he was entirely excluded from all decision-making and all participation in the claimant company's affairs. For all the influence he had, he might as well have resigned." and (Brooke LJ) "There is no completely rigid rule that a director may not be involved in the business of a company which is in competition with another company of which he was a director."
Brooke LJ: "The governing principles in this type of case are found in what are sometimes called the no conflict rule and the no profit rule. The judgment of Malins V-C in Imperial Mercantile Credit Association (liquidators) v Coleman (1871) 6 Ch App 558 at 563 represents an early statement of the relevant principles. Under the former rule, certain consequences can flow if directors place themselves in a position where their personal interests or duties to other persons are liable to conflict with their duties to the company of which they are directors unless the company gives its informed consent. Under the latter, directors are not permitted to retain secret profits which they make by using information or property or opportunities which belong to their company. Even if their company would not itself have benefited from the opportunity, equity treats the profits which the director, or former director, has made as property which he is under a duty to pay over to the company which he has betrayed by his disloyalty."
1 Cites

1 Citers

[ Bailii ]
 
Gadd and Others v Gadd and Another Gazette, 21 February 2002; Gazette, 28 February 2002
7 Feb 2002
ChD
Jules Cher QC
Company
Surviving partners, members of his family sought to exercise an option contained in the partnership deed for the purchase of his interest in the farm. The deed had set the value as that appearing in the last previous farm accounts, but required a balance sheet to be drawn. The farm had been shown in the accounts at its historic purchase cost, and failed to reflect its current value. Other members of the family sought to use the market value. Held: Each partnership deed must be construed in its own context. The parties had not focused on the question when the accounts had been drawn, and the use of the historical value was a mere convenience. The deed required a balance sheet to be drawn up, and that indicated that an open market value was appropriate.

 
In the Matter of the Equitable Life Assurance Society: In the Matter of the Companies Act 1985 [2002] EWHC 140 (Ch)
8 Feb 2002
ChD
The Honourable Mr Justice Lloyd
Financial Services, Company
The Society sought approval of a scheme of arrangement. The Society had made promises of high returns to some policyholders, which it could not maintain after a decline in interest rates and the stock market. It sought a compromise arrangement. The arrangement had been voted on and accepted by members. Held: The power given by the section to over-ride dissentients must be used with great care. There was not sufficient distinction in interests, to have required more than three classes of voters. The scheme proposal had been properly administered. It was proper, had been accepted by the members, and was approved.
Companies Act 1985 425
[ Bailii ]
 
Giovanni Mallone v BPB Industries Plc [2002] EWCA Civ 126; [2002] ICR 1045
19 Feb 2002
CA
Lord Justice Waller, Lord Justice Rix, And, Mr Justice Wilson
Company
The claimant was a director of the respondent. On his dismissal, his share options were cancelled. He claimed this was in breach of his rights under the scheme. The company appealed a finding that they were so in breach. The scheme distinguished between mature options, those over three years old, and others, and also gave the directors discretion. The options had been cancelled before his resignation as director, but after his apparent dismissal from his employment. The scheme provided that the rights continued until his position as an officer of the company ceased. They were found to have behaved irrationally in cancelling the options, even though he might also be entitled to compensation under Italian law. Held: The discretion to cancel the options existed for mature options also. Was the discretion exercised irrationally. Though given an absolute discretion, it was one to find the appropriate proportion. There was no evidence of it having been considered properly, and the discretion had been exercised irrationally.
1 Citers

[ Bailii ]
 
Dennis Pritchard Evans v Tiger Investments Limited, David John Moore [2002] EWCA Civ 161
20 Feb 2002
CA
The President, Lord Justice Potter, And, Lord Justice Kay
Company, Land, Evidence, Civil Procedure Rules
The first defendant appealed a judgement that it was responsible to the claimant for a loan taken out by the second defendant, one of its shareholders. He had said it was for the company, and he had been found not personally responsible. Land had been purchased in the second defendant's name, he said, only for convenience in a speedy transaction, and the charge had been executed by him for the company. Held: The judge had evidence sufficient to establish that the land was being purchased for the first defendant. The appellants sought to introduce new evidence at appeal. The Ladd principles on admission of evidence at appeal, are that the evidence was not with reasonable diligence available for the trial; that the evidence would have an important influence, and that it was credible. In this case the evidence could have been obtained. Concentrating on the justice as between claimant and defendant, there was no purpose in relaxing that principle.
Civil Procedure Rules 52.11(2)
1 Cites

[ Bailii ]
 
Braymist Limited and Others v Wise Finance Company Limited Gazette, 28 March 2002; Times, 05 April 2002; [2002] EWCA Civ 127
20 Feb 2002
CA
Lord Justice Judge, Lord Justice Latham, Lady Justice Arden
Company, Land, Legal Professions, European, Contract
The claimant set out to sell land whilst in the process of incorporation. Its solicitors had signed as agents, and now sought an order for the purchaser to complete the contract. The respondent did not know of the non-incorporation of the company. The claimant later rescinded the contract, and forfeited the deposit. Held: The section in the 1985 Act implemented a clause in the 1972 Act and the 1968 directive. Was the agent both liable under the contract and able to enforce it, and was the agreement unenforceable for failure to comply with the 1989 requirement for an appropriate memorandum? The European directive was to be interpreted directly. It was a compromise of different laws through member states, but was silent as to the ability of an agent to enforce such a contract. Section 36C should not be read down to limit its meaning. In this case, the solicitor agent could enforce the contract. As a party to the contract, he could also sign, and the 1989 Act should not be read too strictly. Appeal dismissed.
Companies Act 1985 36C(1) - European Communities Act 1972 9(2) - First EC Company Law Directive (68/151/CEE OJ No. 1968 L6) Art 7 - Law of Property (Miscellaneous Provisions) Act 1989 2(1) 3
[ Bailii ]
 
Coral Group Trading Plc v Hilton Group Plc (Formerly Ladbroke Group Plc) [2002] EWCA Civ 176
21 Feb 2002
CA
The Vice-Chancellor, Lord Justice Rober Walker, Lord Justice Rix
Commercial, Company
Three companies had been party to a joint venture agreement for the provision of Tote Direct, an off-course opportunity for Tote betting. One company sold its businesses to another, reducing the participants to two, and the Monopolies and Mergers Commission required the betting part to be sold within six months. Equality of interests had not been maintained in the company's loan capital, which led to a request to the court to determine the interests. The company appealed a finding that the interest to be disposed of included promissory notes. The MMC decision explicitly included the notes. Held: The word 'interest' in this context was wider than the shareholdings. The appeal was allowed. The court specified the interests to be divested, and the 'equivalent' interests for which reasonable endeavours were to be applied to acquire.
[ Bailii ]
 
Re Vehicle Options Ltd Unreported, 21 February 2002
21 Feb 2002

Park J
Company
The court accepted undertakings with regard to the conduct of a franchised vehicle-leasing broker. The Secretary of State consented to the order.
1 Citers


 
Buchler and Another v Talbot and others Gazette, 25 April 2002; [2002] EWCA Civ 228
22 Feb 2002
CA

Insolvency, Company
The company's assets were subject to a floating charge. That had crystallised. The liquidators, after a voluntary winding up, sought to make the assets remaining after repayment of the sums secured, available to pay the costs of the winding up. The trustees of the debenture sought to appeal a finding that the assets were so available. Held: Having come within section 40, it would later fall within section 175(2)(b) upon insolvency. If they had not been paid by the receiver for his purposes they were available to pay the liquidators costs.
Insolvency Act 1986 40 175(2(b) 251
1 Citers

[ Bailii ]
 
Ciro Citterio Menswear plc (in Administration) and Others v Thakrar and Others Times, 02 April 2002
27 Feb 2002
ChD
Anthony Mann, QC
Company, Equity
A loan had been made by the company to a director. The money had been used to purchase property, and upon the company's insolvency, the Administrator sought to trace the loan into the property. Held: Unless there were special circumstances, a loan to a company director by the company was voidable only. Since it remained valid until avoided, no trusteeship arose in respect of the advance, and equitable remedies including tracing could not be used.
Companies Act 1985 330 341

 
Pennington and Another v Waine, Crampton and others Times, 01 April 2002; Gazette, 11 April 2002; [2002] EWCA Civ 227; [2002] 1 WLR 2075; [2002] 2 BCLC 448; [2002] 4 All ER 215
4 Mar 2002
CA
Lord Justice Schiemann, Lord Justice Clarke and Lady Justice Arden
Company, Wills and Probate
The deceased had made a gift of shares. She had executed a transfer, and acting upon the promise, the donee had agreed to become a director which he could only do if he also became a shareholder. The transfer was delivered to the deceased's agent, but not to the company and was not registered. Held: The Rose case did not mean that a transfer was incomplete without delivery to the registrar. The words of the section required only execution of a valid transfer. In the circumstances there had been an enforceable equitable assignment of the shares.
Stock Transfer Act 1963 1(1)
1 Cites

1 Citers

[ Bailii ]
 
Express Newspapers v Telegraph Group Ltd [2002] EWCA Civ 317
15 Mar 2002
CA
Lord Justice Aldous
Contract, Company
The parties entered into a joint venture for the provision of printing resources. This survived until one member company changed hands, when there were disagreements about a shareholder's agreement. There were difficulties of construction. Held: Because this was a pure construction of a commercial agreement, there was no restriction on appellate jurisdiction to interpret the document. In the circumstances there might be an unfair prejudice, and the striking out of the petitioner's claim should not stand.
Companies Act 1985 459
1 Cites

1 Citers

[ Bailii ]
 
Express Newspapers v Telegraph Group Ltd [2002] EWCA Civ 402
15 Mar 2002
CA

Company

1 Cites

1 Citers

[ Bailii ]

 
 CVC/Opportunity Equity Partners Limited and Opportunity Invest II Limited v Luis Roberto Demarco Almeida; PC 21-Mar-2002 - Appeal No 4 of 2001; [2002] UKPC 16; (Appeal No 4 of 2001); [2002] 2 BCLC 108; [2002] BCC 684
 
London and Regional Investments Ltd v TBI Plc and Others [2002] EWCA Civ 355
22 Mar 2002
CA
Lord Justice Simon Brown, Mummery LJ
Company, Trusts
TBI was a property investor and developer with several subsidiaries. It agreed to sell some to London and Regional. The agreement provided for the vendor and the purchaser to use reasonable endeavours to agree the terms of a joint venture agreement regarding land at Belfast and Cardiff airports, having regard to the principles set out in an agreed note. The agreed note was headed "subject to contract". One of the issues was whether London and Regional were entitled to rely on the Pallant v. Morgan equity as a result of the assurance or understanding that a joint venture agreement would be entered into. Held: There was no realistic prospect of London and Regional establishing that claim; and upheld a summary judgment in TBI's favour. Mummery LJ: "The "subject to contract" state of the joint venture negotiations at the date of the Sale Agreement indicates that there is nothing unconscionable in TBI's subsequent refusal to proceed with the joint venture after the Sale Agreement was completed. The validity of this conclusion can be tested by asking this question: when did the trust and the estoppel take effect? It is accepted that no constructive trust or estoppel could have arisen after 13 May 1999 when the parties expressly agreed in the Sale Agreement that the joint venture was "subject to contract". In general, it is not unconscionable for a party to negotiations, which are expressly stated to be "subject to contract," to exercise a reserved right to withdraw from the negotiations before a final agreement has been concluded. If that was the effect of the agreement between the parties on 13 May 1999 I do not see how the conduct of TBI before that date can now be relied on to establish unconscionable conduct giving rise to a constructive trust or an estoppel. For the court to hold that a constructive trust existed in those circumstances would be contrary to what the parties had expressly agreed was to be subject to the making of a future agreement."
1 Cites

1 Citers

[ Bailii ]
 
Shierson and Another v Tomlinson and Another Times, 11 April 2002; Gazette, 10 May 2002
26 Mar 2002
CA
Lord Justice Peter Gibson, Lord Justice Ward and Lord Justice Dyson
Insolvency, Company
A company had entered into a voluntary arrangement with its creditors, but subsequently went into liquidation. There was then a dispute as to the destination of sums held under the arrangement. Held: Such arrangements created trusts. Whether that trust continued after formal insolvency was a matter of interpretation of the trust deed. Where money was expressly set aside to be paid to the creditors under the arrangement, that trust would normally continue beyond insolvency. If the deed made express provision for events on insolvency, that deed should be followed. The creditors under the voluntary arrangement could still prove in the bankruptcy for any balance of debt due to them after money secured under the deed.
1 Citers


 
Whale and others v Viasystems Technograph Ltd and others [2002] EWCA Civ 480
27 Mar 2002
CA

Company, Banking

[ Bailii ]
 
Arthur D Little Ltd (in Administration) v Ableco Finance LLC Times, 22 April 2002; Gazette, 16 May 2002
27 Mar 2002
ChD
Mr Roger Kaye, QC
Company, Scotland
The company was a subsidiary of two American companies, but was registered in Scotland. It charged its assets, but the charge was not registered in Scotland. On the insolvency of the company, the respondent chargee claimed it was a fixed charge not requiring registration. The administrators asserted that the charge was a floating charge and void if not registered. Held: The schemes for registration of charges in the Act applied throughout the United Kingdom, and were not separate, even though the application of the machinery differed in each jurisdiction. Here however the charge was a fixed one, and valid.
Companies Act 1985 410

 
Criterion Properties Plc v Stratford UK Properties Llc and others [2002] EWHC 496 (Ch)
27 Mar 2002
ChD
The Hon Mr Justice Hart
Company, Contract
Criterion sought to set aside a shareholders agreement. Their partner had said they were concerned that another party was taking Criterion over and that this would put at risk their working relationships. The agreement sought to add a poison pill to prevent such a takeover. It was asserted that the agreement constituted dishonest assistance by the defendant in entering into an agreement in excess of the board's powers. Held: There was a triable issue that the put option created was in excess of the power of the board. However, the agreement was 'motivated not by a desire to advance or protect the commercial interests of Criterion but from a desire contingently to cripple those interests so as to deter an unwanted predator. ' and so was unenforceable.
Limited Partnership Act 1907
1 Cites

1 Citers

[ Bailii ]
 
Secretary of State for Trade and Industry v Christopher Paul Reynard Times, 08 May 2002; [2002] EWCA Civ 497; [2002] 2 BCLC 625
18 Apr 2002
CA
Lord Justice Pill, Lord Justice Mummery and Lord Justice Latham
Company
A company director was examined in court, in the course of company director disqualification proceedings. The judge was so concerned by his behaviour as a witness, as to extend the period of disqualification. He had appealed, and the Secretary of State appealed a reduction in the disqualification period. Held: The disqualification proceedings were themselves a "matter concerned with or arising out of the insolvency", and the section was wide enough to cover such a matter as a separate head of complaint affecting the period of disqualification, but the procedure to be followed would have to be fair, allowing the director proper opportunity to reply.
Company Directors Disqualification Act 1986 6(2)
1 Cites

1 Citers

[ Bailii ]
 
Union Music Ltd and Another v Watson [2002] EWCA Civ 680
29 Apr 2002
CA

Company, Media

[ Bailii ]
 
Ciro Citterio Menswear Plc and others v Thakrar and others [2002] EWCA Civ 660
30 Apr 2002
CA

Company

[ Bailii ]

 
 Wragg and Another v Partco Group Ltd UGC Ltd; CA 1-May-2002 - Times, 10 May 2002; Gazette, 07 June 2002; [2002] EWCA Civ 594; [2002] 2 BCLC 323; [2002] 2 LLR 343
 
Jordan v One 2 One Personal Communications Ltd [2002] EWCA Civ 644
13 May 2002
CA

Company, Contract

[ Bailii ]
 
Interleasing (UK) Ltd v Morris Gazette, 08 August 2002
30 May 2002
ChD
Mr Justice Lightman
Company, Contract
On a share sale agreement, a retention was made with respect to a possible action. A clause in the agreement created a procedure for counsel's opinion to be obtained as to its chances. The buyer obtained counsel's opinion as provided. Held: The defendant would not be allowed to go behind counsel's opinion to challenge its basis or the instructions which led to it. It had been intended to act as a form of certificate to secure the money at issue until trial, and the only issue was as to whether it stood in the form agreed.

 
Currencies Direct Limited v Ellis [2002] EWCA Civ 779
31 May 2002
CA
Simon Brown, Mummery LJJ, Hart J
Company
The claimant company appealed against an order declining to order repayment of sums they claimed to be due from the defendant, a former director of the company. They said the payments were repayable loans, and he said that they had been been remuneration and irrecoverable. The defendant appealed against the order that some sums were repayable loans. Held: The findings by the judge were based upon evidence before him, and his assessment of the facts was not to be disturbed. Appeal and cross appeal dismissed.
Remuneration is essentially consideration for work done or to be done. Not dependent on fixing definite level or rate to be paid. Consideration may take different forms, not necessarily conventional direct payment of regular wage, salary cheque or credit
Companies Act 1985 330(2)(a) 340 341 342
1 Cites

1 Citers

[ Bailii ]
 
Marsden v Elston and Another [2002] EWCA Civ 866
31 May 2002
CA

Company, Contract

[ Bailii ]
 
Commission v Portugal C-367/98; [2003] QB 233; [2002] EUECJ C-367/98
4 Jun 2002
ECJ

European, Company

1 Citers

[ Bailii ]
 
Mary Ann Robinson v Edward Reeve [2002] EWHC 1179 (Ch)
14 Jun 2002
ChD
The Honourable Mr Justice Field
Company
The parties were brother and sister, owning and renting properties. The issue was whether they were in partnership, and to what extent properties in one name were held in trust for the two. Held: A partnership was not to be inferred solely from joint ownership, but from all the circumstances. An intention to create a partnership as such is not necessary, but rather an intention to act in a way which in fact is a partnership at law is enough. Here enough circumstances existed to create a partnership in respect of many but not all the properties at issue..
Partnership Act 1890 1
1 Cites

[ Bailii ]
 
Regina v Warrington Crown Court Chief Constable of Cheshire Constabulary, Ex Parte RBNB (A Company) Times, 21 June 2002; Times, 01 August 2002; [2002] UKHL 24; (2003) 167 JPN 31; [2002] BCC 697; [2002] NPC 85; [2002] 1 WLR 1954; [2002] 4 All ER 131; (2003) 167 JP 6
20 Jun 2002
HL
Lord Bingham of Cornhill, Lord Mustill, Lord Hutton, Lord Millett and Lord Rodger of Earlsferry
Company, Licensing, Magistrates
The company refused to disclose the identity of its shareholders, when it applied for an alcohol license. The magistrates refused a licence it on the basis that the information was needed to assess the fitness of the company to hold the licence. The Crown Court refused the licence, but it was then granted on appeal. The police appealed. Held: The shares were held through companies in such a way that the identity of the shareholders was not publicly ascertainable, and the court could not be sure that those controlling the company were appropriate. The appeal was refused. There was no extraneous reason to doubt the fitness of the proposed licensee. The term 'a fit and proper person' is to be construed according to the context. Questions about the eventual ownership of the owner were a distraction from the proposed licensee's own fitness.
[ House of Lords ] - [ Bailii ]
 
Regina v Doring Times, 27 June 2002; Gazette, 28 August 2002
24 Jun 2002
CACD
Lord Justice Buxton, Mr Justice Grigson and Mr Justice Pitchford
Company, Crime
The defendant was charged with acting as a company director whilst being an undischarged bankrupt, and also of being involved in the management of a company using a prohibited name. She said that she had not known that the part she took in the company amounted to acting as a director. The judge directed the jury that they were strict liability offences, they need not ask if she acted dishonestly but whether they objectively amounted to involvement in the management of the company. Held: The judge was correct and the defendant's belief and honesty was not relevant.
Company Directors Disqualification Act 1986 11 - Insolvency Act 1986 216(3)(a) 216(3)(b) 216(3)(c)
1 Cites


 
Secretary of State for Trade and Industry v Selby [2002] EWCA Civ 1164
5 Jul 2002
CA
Mummery LJ
Company
Application for leave to appeal against now expired company disqualification order.
[ Bailii ]
 
Davies v The United Kingdom Times, 01 August 2002; 42007/98; [2002] ECHR 597; (2002) 35 EHRR 720; [2002] ECHR 602
16 Jul 2002
ECHR
M Pellonpaa, President and Judges Sir Nicolas Bratza, A. Pastor Ridruejo, E. Palm, M. Fischbach, J. Casadevall and S. Pavlovschi, Section Registrar M. O'Boyle
Company, Damages
The applicant had been subject to applications for his disqualification from acting as a company director. The Secretary of State waited until the last day before issuing proceedings, and the proceedings were then delayed another three years pending the outcome of criminal proceedings against others. The government responded that the proceedings were complex, and the applicant himself had contributed to the delay by his own applications. Held: The total delay was unjustified and inordinate, and the delay infringed the applicant's right to a determination within a reasonable period of time. The domestic court had criticised the respondent for its delay. The proceedings had not been pursued with diligence. The court would not make an award of damages for financial losses, but that did not prevent an award for the stress of the delay, and an award was made in this case.
Hudoc Judgment (Merits and just satisfaction) Violation of Art. 6-1; Pecuniary damage - claim rejected; Non-pecuniary damage - financial award; Costs and expenses partial award - Convention proceedings
Company Directors Disqualification Act 1986 6 - European Convention on Human Rights 6.1
1 Cites

1 Citers

[ Worldlii ] - [ Bailii ]
 
Smith v Henniker-Major and Co Times, 29 August 2002; Gazette, 26 September 2002; [2002] EWCA Civ 762; [2003] Ch 182
22 Jul 2002
CA
Lord Justice Schiemann, Robert Walker LJ
Company, Agency
The claimant appealed the strike-out of his claim for professional negligence against the respondent solicitors. He claimed that the solicitors had acted in breach of their duty, and he then called a company meeting. Only he attended. He mistakenly believed that he had the power to assign to himself from the company the right of action. He later arranged for a deed to be issued which purported to rectify the mistake. Held: Section 35A allowed somebody dealing with a company in good faith not to be affected by a failure to comply with the company's constitution. The section was intended to forgive procedural irregularities, not to rectify what was otherwise a nullity. In this case however, the error sought to be forgiven was that of the chairman, and he was the party also seeking to rely on the section. He could not, by forgiving his own error, turn a nullity into a decision of the board. Robert Walker LJ considered the rule on ratification by a company: "Ratification is not effective where to permit it would unfairly prejudice a third party, and in particular—(1) where it is essential to the validity of an act that it should be done within a certain time, the act cannot be ratified after the expiration of that time, to the prejudice of any third party; (2) the ratification of a contract can only be relied on by the principal if effected within a time after the act ratified was done which is reasonable in all the circumstances." and "I am inclined to think that this debate (as to whether the exception is limited to ratification affecting property rights) may not be particularly profitable. Even though the operation of the Limitation Act 1980 is normally to bar the remedy rather than to extinguish the right, an accrued defence under the Act has often been spoken of in terms approximating to a property right of which a party ought not to be deprived. In my view the right approach would be to regard the deprivation of an accrued right as an important example of the general rationale identified in Bowstead & Reynolds's article 19, that is, unfair prejudice."
Companies Act 1985 35A
1 Cites

1 Citers

[ Bailii ]
 
Jaffray and others v Society of Lloyd's [2002] EWCA Civ 1101
26 Jul 2002
CA
Lord Justice Clarke
Company, Torts - Other
There is no more scope for corporate dishonesty in deceit than in misfeasance, other than by the attribution to a corporate body of the dishonesty of an individual. It was alleged that there was unfairness through inequality of representation: "In our judgment, those principles are not directly applicable to the question whether a trial was fair, but they are of assistance. They are not directly applicable because the question is not whether there was a real possibility or real danger that the trial was unfair, but whether it was unfair. We can see no reason why this court (or any court of review) should not be able to judge whether or not the trial was in fact unfair, once it has considered all the relevant circumstances.
The principles are, however, of assistance because they stress that the question must be viewed through the eyes of the reasonable observer or litigant. The same principle seems to us to apply here. Thus the question is not whether a disappointed litigant thinks the trial was unfair, but whether a reasonable person in his or her position would think so, having regard to all the circumstances of the case. The circumstances are of importance because, before concluding that a trial is unfair, the court must consider all the relevant circumstances. As appears below, this is in our opinion important on the facts of the case.”
1 Citers

[ Bailii ]
 
Glencore International Ag v Metro Trading International Inc and others [2002] EWCA Civ 1252
31 Jul 2002
CA
Tuckey LJ
Company, Costs
Claimant's application for security for costs of defendant's cross cross appeal.
1 Cites

[ Bailii ]
 
Carlton Communications Plc, Granada Media Plc v The Football League [2002] EWHC 1650 (Comm)
1 Aug 2002
ComC
The Honourable Mr Justice Langley
Contract, Media, Company
The applicants sought a declaration that they had not provided guarantees to support a contract between a joint venture company owned by them, OnDigital, and the respondent to screen football matches. The company had become insolvent. Held: The applicants had indicated in the initial bid document that they would guarantee the bid, but that guarantee had not been incorporated into the later documents. OnDigital was not able to bind the claimants. The bid had been renegotiated and reformulated before being signed. A guarantee had to be in writing, and the initial statement had been superceded. Subject to contract negotiations remain in negotiation until a formal contract is concluded. A company is not the agent of its shareholders. A declaration that the claimants had not guaranteed the contract was granted.
Statute of Frauds 1677 4
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Hurst v Crampton Bros (Coopers) Ltd and others [2002] EWCA Civ 1384
9 Aug 2002
CA
Chadwick LJ
Wills and Probate, Company
Adjourned application for permission to appeal
1 Cites

1 Citers

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Thakrar v Thakrar and others [2002] EWCA Civ 1304
13 Aug 2002
CA

Company

[ Bailii ]
 
Pickard and Another (T/A Jacksons) v Orpwood [2002] EWCA Civ 1392
5 Sep 2002
CA
Tuckey LJ
Company
Application for leave to appeal in partnership dispute.
[ Bailii ]
 
Riccardo Prisco Srl v Amministrazione delle Finanze dello Stato; and Ministero delle Finanze v CASER SpA C-216/99; C-222/99; [2002] EUECJ C-216/99; [2002] EUECJ C-222/99
10 Sep 2002
ECJ

Company
References for a preliminary ruling: Tribunale di Milano and Corte d'appello di Roma - Italy. Directive 69/335/EEC - Indirect taxes on the raising of capital - Articles 10 and 12(1)(e) - Register of companies - Registration of companies' instruments of incorporation and other company documents - Recovery of sums paid but not due - Procedural time-limits under national law - Interest.
[ Bailii ] - [ Bailii ]
 
Bhullar and others v Bhullar and others [2002] EWCA Civ 1509
26 Sep 2002
CA
Arden LJ
Company
Renewed application for leave to appeal
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Thakrar v Ciro Citterio Menswear Plc In Administration [2002] EWHC 1975 (Ch)
1 Oct 2002
ChD
The Vice-Chancellor
Insolvency, Company
Disputes arose between shareholders in a family company. Proceedings which expressly excluded the company were settled, but the company became insolvent. A later settlement was refused approval by the judge without the creditors consent. The claimant now sought a declaration that the earlier compromise bound the company. The company argued that the agreement was conditional upon its approval, and was therefore not binding. Held: Proceedings might be settled in many ways. A Tomlin order gives effect to a pre-existing agreement. It was not conditional. It was argued that the agreement was unenforceable as illegal, breaching prohibitions in the 1985 Act. Any difficulties were capable of being cured, and the agreement was not unlawful.
Insolvency Act 1986 11(3)(d) - Companies Act 1985 143(1) 151(1) 459
1 Cites

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Isoft Group Plc v Misys Holdings Limited, Misys Plc [2002] EWHC 2094 (Ch)
16 Oct 2002
QBD
Mr Justice Lawrence Collins
Company, Contract

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 Develop Baudurchfuhrungs- und Stadtentwicklungs GmbH v Finanzlandesdirektion fur Wien, Niederosterreich und Burgenland; ECJ 17-Oct-2002 - C-71/00; [2002] EUECJ C-71/00
 
Giles v Rhind Times, 23 October 2002; Gazette, 14 November 2002; Gazette, 14 November 2002; [2002] EWCA Civ 1428; [2003] Ch 618
17 Oct 2002
CA
Lords Justice Waller, Chadwick and Keene
Company
An action by a company under a shareholder's agreement was compromised. The other shareholder now sought to commence an action against the party in breach for his personal losses. The defendant argued that the company's compromise was binding also against the other shareholder. Held: The company had become obliged to compromise the claim by the defendant's own actions, and therefore the co-shareholder should not be prevented form pursuing his own action. "Permission to amend should be refused if the claim, as amended, would fail to disclose a viable cause of action either because it is statute-barred or because the ingredients required for the relevant cause of action are not made out."
1 Cites

1 Citers

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 Energie Steiermark Holding AG v Finanzlandesdirektion fur Steiermark; ECJ 17-Oct-2002 - C-339/99; [2002] EUECJ C-339/99
 
Shaker v Al-Bedrawi and others [2002] EWCA Civ 1452; [2003] Ch 350
18 Oct 2002
CA

Company, Torts - Other

1 Cites

1 Citers

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Towcester Racecourse Co Ltd v The Racecourse Association Ltd Gazette, 21 November 2002
23 Oct 2002
ChD
Mr Justice Patten
Company
The applicant was a member of the respondent company. The respondent had prepared a report into the behaviour of a chairman of its own enquiry into televising racing, but where it had been alleged that the chairman, himself a TV owner had made an improper approach to a TV company. The applicant sought a copy of the report and supporting material. Held: It was not possible to construe the articles of the company to impose such an obligation. Extrinsic circumstances could not be relied upon to create an interpretation of the articles inconsistent with their plain words. No duty of care arose in the applicant's favour, and no public law interests arose.

 
Swycher v Vakil and others [2002] EWCA Civ 1668
29 Oct 2002
CA

Contract, Company

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 Standard Chartered Bank v Pakistan National Shipping Corporation, Standard Chartered Bank v Pakistan National Shipping Corporation and Others and Another and Others (Nos 2 and 4); HL 6-Nov-2002 - Times, 07 November 2002; Gazette, 09 January 2003; [2002] UKHL 43; [2002] 3 WLR 1547; [2003] 1 AC 959; [2003] 1 All ER 173; [2002] CLC 1330; [2003] 1 LLR 227; [2002] BCC 846; [2002] 2 All ER (Comm) 931; [2003] 1 BCLC 244; [2003] 1 Lloyd's Rep 227
 
Kevin Anthony Devine v Torex Group Plc [2002] EWCA Civ 1622
8 Nov 2002
CA
Sir Martin Nourse, Lord Justice Rix, Lord Justice Mantell
Company
Breach of profit before tax warranty in share sale agreement.
[ Bailii ]
 
Nathan v Smilovitch [2002] EWCA Civ 1607
8 Nov 2002
CA

Company

1 Cites

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Bowthorpe Holdings Limited, Yasaiwa Securities Limited v R J Hills and others [2002] EWHC 2331 (Ch); [2003] 1 BCLC 226
8 Nov 2002
ChD
Sir Andrew Morritt The Vice Chancellor
Company

Companies Act 1985 151
1 Citers

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Shierson and Another v Rastogi and Another Times, 20 November 2002; Gazette, 16 January 2003; [2002] EWCA Civ 1624
9 Nov 2002
CA
Peter Gibson, Mance, Hale LJJ
Company, Insolvency
Company directors in an insolvent liquidation faced proceedings by the liquidators. They resisted providing additional evidence under examination by the liquidators. Held: The sections under the 1986 Act should be read together. Where a director faced serious charges, requiring him to provide evidence against himself would be oppressive. The existence of such proceedings must be a major factor in deciding whether to order examination, and so also was the fact that they were directors. Even so, it was a balancing exercise for each case.
Insolvency Act 1986 235 236
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Phoenix Office Supplies Ltd and others v Larvin [2002] EWCA Civ 1740
27 Nov 2002
CA

Company

[ Bailii ]
 
Shaker v Al-Bedrawi and others [2002] EWCA Civ 1900
2 Dec 2002
CA

Company, Torts - Other

1 Cites

1 Citers

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 Dubai Aluminium Company Limited v Salaam and Others; HL 5-Dec-2002 - Times, 06 December 2002; [2003] 1 Lloyd's Rep 65; [2002] UKHL 48; [2002] 3 WLR 1913; [2003] 2 AC 366; [2003] 1 All ER 97; [2003] 2 All ER (Comm) 451; [2003] 1 LLR 65; [2003] 1 BCLC 32; [2003] IRLR 608; [2003] 1 CLC 1020; [2003] WTLR 163
 
Pickard and Another (T/A Jacksons) v Orpwood [2002] EWCA Civ 1968
6 Dec 2002
CA

Company

[ Bailii ]
 
Frewen v Secretary of State for Trade and Industry [2002] EWHC 2688 (Ch)
10 Dec 2002
ChD

Company

Company Directors Disqualification Act 1986
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 Unilever (UK) Holdings Ltd v Smith (Inspector of Taxes); CA 11-Dec-2002 - Times, 22 January 2003; [2002] EWCA Civ 1787
 
Denware Ltd v Rosewild Ltd [2002] EWCA Civ 2003
12 Dec 2002
CA

Company

[ Bailii ]
 
Protea Leasing Ltd v Royal Air Cambodge Company Ltd [2002] EWHC 2731 (Comm)
12 Dec 2002
ComC
Moore-Bick J
Company
The court should be careful before applying cases predating the 1995 Act on related issues.
Private International Law (Miscellaneous Provisions) Act 1995
1 Citers

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Lankhorst-Hohorst GmbH v Finanzamt Steinfurt Times, 27 December 2002; C-324/00; [2002] EUECJ C-324/00; [2002] ECR I-11779; [2003] STC 607
12 Dec 2002
ECJ
Wathelet, President, Timmermans, Edward, Jann and Rosas JJ
European, Corporation Tax, Company
German law taxed interest paid on loan repayments made by a company against a loan from a shareholder, but only where the shareholder was not resident in the same country as the company. The tax authority took the view that the payments were a equivalent to a covert distribution of profits. Held: This was discriminatory, and offended the principal of freedom of establishment. It was wrong to compare the position of a company trading for profit with corporations exempt from corporation tax. Reduction in tax revenue is not an overriding reason in the public interest capable of justifying a measure contravening a fundamental principle.
1 Citers

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Phoenix Office Supplies Limited, Parish, Ogden v Larvin Gazette, 06 February 2003
12 Dec 2002
CA
Lord Justice Auld, Lord Justice Clarke, Lord Justice Jonathon Parker
Company
The parties were members of a company which operated as a quasi-partnership. In discussions it had been agreed that the one third partners shuld be able to require the others to purchase his interest, but no contract was signed. On the claimant wanting to leave, the others appealed an order requiring them to purchase his share at full value. Held: The Act was intended to protect shareholders from unfair treatment at the hands of other members, but it was not to be extended to require, in effect, a no-fault divorce procedure. The appeal was allowed.
Companies Act 1985 495

 
Colin Gwyer and Associates Ltd and Another v London Wharf (Limehouse) Ltd and Others Times, 24 January 2003
13 Dec 2002
ChD
Kosmin QC
Company, Insolvency
The company passed a resolution. The claimant asserted that it was void, having been passed without proper consideration by the directors. Held: A company director had a duty to establish what were the proper interests of a company before passing a resolution. That duty was both in his fiduciary duty to the company as director, and also as a paramount duty to creditors. In the absence of such consideration, a resolution could be declared void (as here). If such consideration was given, a court would be slow to substitute its own judgement.

 
Criterion Properties Plc v Stratford UK Properties and others [2002] EWCA Civ 1783; [2003] 1 WLR 218
18 Dec 2002
CA
Lord Justice Brooke Lord Justice Carnwath
Company, Contract
The parties came together in a limited partnership to develop property. The appeal was against a refusal to grant summary judgment on a claim that one party had been induced to enter the contract by a fraudulent misrepresentation. Held: In this case, the defendant knew of the unlawful activity, and had no arguable defence, and summary judgment should have been given.
Limited Partnership Act 1907
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Regina (POW Trust and Al's Bar and Restaurant Limited) v The Chief Executive and Registrar of Companies, The Secretary of State for Trade and Industry Times, 02 January 2003; Gazette, 13 March 2003; [2002] EWHC 2783 (Admin)
18 Dec 2002
QBD
The Hon Mr Justice Lightman
Company, Human Rights
The complainants were companies fined for late delivery of their accounts. They said that the automatic imposition of the fines infringed their rights. Held: The procedure allowed a challenge in the County Court, and also the manner of the exercise of the registrar's discretion allowed application for judicial review in appropriate circumstances. The procedure did not infringe the applicants' rights. However the manual which contained the guidance as to how the registrar's discretion was to be exercised should be made public.
European Convention on Human Rights 56 - Companies Act 1985 242A
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 Inland Revenue Commissioners v Sema Group Pension Scheme Trustees; CA 19-Dec-2002 - Times, 17 January 2003; Gazette, 13 March 2003; [2002] EWCA Civ 1857
 
Mullins v Laughton and Others Times, 27 December 2002
19 Dec 2002
ChD
Neuberger J
Company
The claimant asserted that his partners had repudiated the partnership by their conduct toward him. He continued that he had accepted the repudiation, and that therefore the partnership was dissolved. Held: The Hurst case had been on the basis that the effect of repudiation was not in issue, but Lord Millett had questioned (obiter) whether the doctrine of repudiation had a place in partnership law. It had been argued against this that this would make for uncertainty. The court found that uncertainty would occur in any event, and Lord Millett's provisional view should prevail. Here, the behaviour of the partners would justify a dissolution under the section, but the court made a Syers order for the remaining partners to buy the claimant out.
Partnership Act 1890 35
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Chaston v SWP Group Plc [2002] EWCA Civ 1999; [2003] 1 BCLC 655
20 Dec 2002
CA
Arden LJ
Company
The "general mischief" of Section 151 was to stop the resources of the target company and its subsidiaries being used directly or indirectly to assist the purchase financially to make the acquisition. The reason for this is that it might prejudice the interests of the creditors of the target group and the interest of any shareholders who accept the offer to acquire their shares or to whom the offer is made.
Companies Act 1985 151
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