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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: 2003 To: 2003

This page lists 82 cases, and was prepared on 02 April 2018.

 
HJ Symons v Barclays Bank [2003] EWHC 1249 (Comm)
2003
Admn
Cooke J
Company

1 Citers


 
British Midland Tool Limited v Midland International Tooling [2003] 2 BCLC 523
2003
ChD
Hart J
Torts - Other, Company
Four former employees had set out to create a business in competition with the claimant. They had agreed to use unlawful means to do so. Held: A director who decided to set up a competing business and took preparatory steps could rely upon the public interest in favouring competitive business as an answer to allegations of breach of fiduciary duty. He must end to his fiduciary obligation by resigning his directorship. Until he has done so, preparatory steps taken in pursuance of an irrevocable intention to compete would generally amount to a breach of his fiduciary obligations as director
Hart J said: "The claimant undoubtedly suffered some damage in the present case as a result of the secession of the Tamworth Four together with a large part of the workforce. There is also no doubt, in our judgment, that such damage was not only foreseeable but actually foreseen . . By virtue of that fact they may be said, for the purpose of the tort, to have intended that damage."
1 Citers


 
Item Software (UK) Ltd v Kouroush Fassihim, Andy Liddiardrams, International Ltd Isograph Ltd [2003] 2 BCLC 1; [2004] EWCA Civ 1244
2003
ChD
Nicholas Strauss QC
Company

Apportionment Act 1870
1 Cites

1 Citers

[ Bailii ]
 
In re Magi Capital Partners LLC [2003] EWHC 2790 (Ch)
2003


Company, Arbitration
The court stayed a petition under the section to allow for an arbitration.
Companies Act 1985 459
1 Citers


 
Re Conegrade Ltd [2003] BIPR 358
2003

Lloyd J
Company
Lloyd J: "For my part, however, I do not see why, at any rate where there has been a meeting attended by all those who were entitled to attend and vote at a general meeting and that meeting has considered the matter and has resolved, in terms, that the company shall enter into the particular transaction, the fact that the minute is headed 'board meeting' rather than 'general meeting' and was not convened on the notice proper for a general meeting and was attended by a director who does not hold shares, should make it impossible to regard s 320 as having been satisfied."
1 Citers


 
In Re Adbury Park Estates Ltd [2003] BCC 696
2003
ChD
Jacob J
Company
A shareholder applied under section 4 of the 1986 Act for disqualification orders against the liquidators of a hopelessly insolvent company. Held: The application was refused on two grounds: first, that the applicant had no standing to bring the application and, secondly, that the application anyway had no merit.
As regards the applicant's standing, Jacob J said: "The company is hopelessly insolvent. It follows that the two individuals concerned, the liquidators, are principally concerned with apportioning the company's assets amongst the creditors. [The applicant] is not a creditor, and so to the extent that the liquidators make an error in admitting to proof, or not admitting to proof, debts, he is wholly unaffected. He cannot be a victim of any maladministration by the liquidators of their duties. In those circumstances, it is submitted that [the applicant] has no standing to make this application. I think that submission is right. It cannot be right that [the applicant] sets himself up as some kind of public prosecutor for the general interests of the public to complain about what has been done or done wrongly by these liquidators. The fact that he was a director once makes no difference. Of course, the Secretary of State, if he comes to the conclusion that there has been some sort of maladministration warranting disqualification can apply under s.4. I was told that [the applicant] has made no complaint to the Secretary of State. It was suggested that if I thought that there was sufficient to look into that I ought to adjourn the matter for the Secretary of State to make representations. Quite apart from the fact that I do not so think, such a course would be wholly unjust and wrong. If a disinterested person thinks that a liquidator's conduct warrants disqualification, then the proper person to report it to is the Secretary of State, not to bring proceedings before the court and then ask the court to refer it to the Secretary of State."
1 Citers



 
 Re Loquitur Ltd; ChD 2003 - [2003] 2 BCLC 442; [2003] EWHC 999 (Ch)
 
Interleasing (UK) Ltd v Morris [2003] EWCA Civ 40
14 Jan 2003
CA
Peter Gibson, Keene LJJ< Jacob J
Company
Appeal against interlocutory rulings.
[ Bailii ]
 
Huktra (Uk) Ltd v Huktra Nv [2003] EWCA Civ 607
29 Jan 2003
CA

Commercial, Company

[ Bailii ]
 
Union Music Ltd and Another v Watson and Another [2003] EWCA Civ 180
31 Jan 2003
CA

Company

Companies Act 1985 371
[ Bailii ]
 
Brac Rent-A-Car International Inc Times, 24 February 2003; [2003] EWHC 114 (Ch); Gazette, 01 April 2003; [2003] 2 All ER 201
7 Feb 2003
ChD
The Hon Mr Justice Lloyd
Insolvency, Jurisdiction, Company, European
The company was incorporated in Delaware. Its main centre of business was within the UK. The company resisted an attempt to wind the company up here. Held: The English courts had jurisdiction. The company's contracts were subject to English law, their employees were here, and their contracts also were under UK law. Whilst article 3 did not expressly extend its ambit to companies incorporated outside the EU, it should be read to do so, because its scope was defined primarily by reference to the area of operations of the company, and such an application was not excluded.
Council Regulation (EC) 1346/2000 3 - Insolvency Act 1986 8(7)
1 Citers

[ Bailii ]
 
King v Crown Energy Trading AG and another Times, 14 March 2003; [2003] EWHC 163 (Comm)
11 Feb 2003
ComC
Chambers QC
Company, Jurisdiction
The defendant, a company incorporated in Russia, sought to set aside proceedings served on it. The contract made the agreement subject to the laws of England and Wales, but the Convention made the jurisdiction clause unenforceable. Evidence conflicted as to the location of the principal place of business of the defendant. Held: A simple listing of those with important responsibilities within the company may be sufficient to identify its principal place of business within the Convention. Reiwa remained an important tool in establishing this. Here, the chairman, chief executive, chief financial officer, chief operating officer, and head of the risk department were in London, and the main committees met in London. The principal place of business was in London.
Council Regulation (EC) No 44/2001 60 - Lugano Convention on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters 817
1 Cites

1 Citers

[ Bailii ]
 
Monecor (London) Limited v Euro Brokers Holdings Limited [2003] EWCA Civ 105
11 Feb 2003
CA
Lord Justice Mummery Lord Justice Waller Lord Justice Pill
Company, Contract

[ Bailii ]
 
David Walker, Matthew John Pennifold, Corrina Diana Walker v Secretary of State for Trade and Industry [2003] EWHC 175 (Ch)
12 Feb 2003
ChD
The Honourable Mr Justice Peter Smith
Company

Company Directors Disqualification Act 1986 6
[ Bailii ]
 
Knight and Another v Haynes Duffell, Kentish and Co (A Firm) [2003] EWCA Civ 223
14 Feb 2003
CA
Aldous LJ
Company, Professional Negligence
Solicitors had allowed the claimants' cause of action against their original solicitors to become time barred. One issue now was whether the trial judge was right to find that the original solicitors had improperly paid out monies held on client account for completion of an investment in shares of a private company and were in consequence liable to reconstitute the trust fund. The instructions given to the original solicitors were only to pay over the monies held against completion of both the issue of shares to the investors and the assignment to them of the benefit of a trade name, which they required as security for their investment. In fact the funds were released at the completion meeting when the shares were issued but the assignment of the trade name was not executed. If it had been, it would probably have been valueless in any event, as matters transpired, and it was argued that the investors had therefore suffered no loss. Held: Aldous LJ said: "The second ground upon which the defendants sought permission to appeal was that the judge had wrongly concluded that the breach of trust had caused the applicants loss. They submitted upon the basis of the speech of Lord Browne-Wilkinson in Target Holdings Ltd v Redferns [1996] AC 421, that the remedy for the breach of this trust was not reconstitution of the trust fund, but to put the claimants in the position that they would have been in but for the breach. In the present case the breach had been the failure to obtain the assignment. To remedy that breach Linnells needed to compensate the claimants for the loss of that assignment. In the present case that loss was negligible in that the trade mark had proved to be valueless or there was no evidence to prove that it was of substantial value.
I reject that submission for two reasons. First, in the present case the breach was the release of the money. The trust required the money to be held against provision of both the shares and the assignment. As there had been no assignment, the money should not have been paid out. Second, the principle in Target only applies where the underlying transaction covered by the trust had been completed . .
In the present case there was a trust fund made up of money supplied by Mr Knight, Mr Hodgkinson, Mr McIntosh and subsequently Mr Keay. The transaction had not been completed. The breach was the payment and the remedy for that breach is reconstitution of the trust fund. The judge was right to reject this submission and there are in my view no grounds for giving permission to appeal."
1 Citers

[ Bailii ]
 
Jones v BWE International Ltd [2003] EWCA Civ 298
18 Feb 2003
CA

Company

[ Bailii ]
 
Pon/Nimbus / Geveke (Case No Comp/M.3082 - Mergers) [2003] ECComm 2
24 Feb 2003
ECMM

European, Company

[ Worldlii ]
 
The Game Group Plc v The Electronic Boutique Incorporated and Another [2003] EWCA Civ 230
28 Feb 2003
CA
The Hon Mr Justice Morland Lord Justice Simon Brown Lord Justice Carnwath
Company

[ Bailii ]
 
Marini Ltd, (The Liquidator of) v Dickenson and Others [2003] EWHC 334 (Ch)
3 Mar 2003
ChD
Richard Seymour QC J
Insolvency, Company

Insolvency Act 1986
[ Bailii ]
 
Morphitis v Bernasconi and others Times, 12 March 2003; [2003] EWCA Civ 289; Gazette, 15 May 2003
5 Mar 2003
CA
Aldous, Chadwick, LJJ Munby J
Insolvency, Company
The appellants had been directors of a company which fell into difficulties. A new company was begun, and traded, and the other continued for a year before being wound up by a landlord. The lease was disclaimed. Only the landlord lost out. He claimed that the directors had continued to trade with intent to defraud. The directors appealed. Held: The section required not just that the claimant had been defrauded, but also that that had been the intention of the directors. That was not established in this case.
Insolvency Act 1986 213 216 - Companies Act 1948 332(1)
1 Cites

[ Bailii ]

 
 Wake Walker and Another v AKG Group Ltd and others; CA 7-Mar-2003 - [2003] EWCA Civ 375
 
The Secretary of State for Trade and Industry v Bairstow [2003] EWCA Civ 321; Times, 31 March 2003; Gazette, 09 May 2003; [2004] Ch 1; [2003] 3 WLR 841; [2003] 1 BCLC 696; [2003] BCC 682; [2003] CP Rep 46; [2004] 4 All ER 325
11 Mar 2003
CA
Lady Justice Hale, Lord Justice Potter, Sir Andrew Morritt VC
Company, Evidence
The Secretary of State attempted, in the course of director's disqualification proceedings, to rely upon findings made against Mr Bairstow in an earlier wrongful dismissal action to which he had been a party but the Secretary of State not. The defendant wished to challenge the finding. Held: Following Hollington v Hewthorn, a collateral attack on a finding of an earlier tribunal might be, but need not necessarily be, an abuse of process. If the earlier findings were in a criminal court, they would bind a later court in defamation proceedings, but would only be prima facie in others. An earlier finding in a civil court would bind a later civil court. If the parties in the later case were not parties to the first, it would be an abuse only if the later proceedings would be manifestly unfair, or relitigation would bring the court into disrepute. There was no reason why an earlier finding of a civil court with a lower burden of proof should bind a later court required to use a higher burden.
Sir Andrew Morritt V-C said: "If the parties to the later civil proceedings were not parties to or privies of those who were parties to the earlier proceedings then it will only be an abuse of the process of the court to challenge the factual findings and conclusions of the judge or jury in the earlier action if (i) it would be manifestly unfair to a party to the later proceedings that the same issues should be relitigated or (ii) to permit such relitigation would bring the administration of justice into disrepute".
Company Director Disqualification Act 1986
1 Cites

1 Citers

[ Bailii ]
 
EIC Services Ltd and Another v Phipps and Others [2003] EWHC 1507 (Ch)
13 Mar 2003
ChD
Neuberger J
Company
The court was asked as to the validity of bonus shares issued, paid up by appropriating a sum in the share premium account, by EIC Services Limited.
[ Bailii ]
 
Robert Alfred Hurst v Ian Leeming [2003] EWHC 499 (Ch)
14 Mar 2003
ChD
Mr Justice Lawrence Collins
Company, Legal Professions

1 Cites

1 Citers

[ Bailii ]
 
SMAY Investments Ltd and Another v Sachdev and others [2003] EWHC 474 (Ch); [2003] 1 WLR 1973
14 Mar 2003
ChD

Company, Contract, Jurisdiction
If conduct on the part of a defendant is to amount to a submission to jurisdiction that conduct must be unequivocal in nature.
[ Bailii ]
 
The Secretary of State for Trade and Industry v Michael Hamilton Amiss, Jonathan Andrew Chapman, Roger Rex Ingles [2003] EWHC 532 (Ch)
20 Mar 2003
ChD
The Honourable Mr Justice Peter Smith
Company
The Secretary sought disqualification orders, under section 8 which left the court with a discretion as to whether an order should be made. Held: It was not necessary to establish dishonesty to a Twinsectra standard to justify an order. The case followed findings in substantial litigation. It was not realistic of the director to suggest that he had had a proper defence in that action. He did not. The fact that others might be involved did not reduce the applicant's culpability.
Company Directors Disqualification Act 1986 1A 8
1 Cites

[ Bailii ]
 
The Commissioners of Inland Revenue v Rysaffe Trustee Company (CI) Limited [2003] EWCA Civ 356; Times, 29 April 2003; Gazette, 05 June 2003
20 Mar 2003
CA
Lord Justice Mummery Lord Justice Dyson Lord Justice Schiemann
Inheritance Tax, Company
The taxpayers had repeatedly settled shares in the taxpayer company in foreign trusts. The Commissioners sought to use the special legislative regime, imposing a periodic charge to Inheritance Tax on discretionary trusts. Held: Inheritance Tax should be calculated on the basis that each brother made five separate settlements; s 43 of the 1984 Act does not entitle the CIR to treat five settlements as if they were one settlement.
Inheritance Tax Act 1984 43
1 Cites

1 Citers

[ Bailii ]
 
Regent Leisuretime Ltd v NatWest Finance Ltd (Formerly County NatWest Ltd) [2003] EWCA Civ 391
26 Mar 2003
CA
Mr Justice Keene Lord Justice Schiemann Lord Justice Jonathon Parker
Company

Companies Act 1985 652 653
[ Bailii ]
 
Synaptek Ltd v Young (Inspector of Taxes) Times, 07 April 2003; Gazette, 05 June 2003; [2003] ICR 1149
28 Mar 2003
ChD
Hart J
Company, Income Tax, Employment
The taxpayer was a computer consultant working through the medium of a limited liability company. The respondent sought to make him liable for social security contributions as an employee of the business which used his services. Held: The anti-avoidance provisions were effective. The court listed the factors which weighed on either side of asking whether he was an employee, but included that he only financial risk to him was of the client company's insolvency, the contract was for a fixed period. And he was integrated into the work force, having a line manager. What weight was to be given to each factor was a matter of fact for the commissioners, and the court was unable to say that they were wrong in law.
Finance Act 2000 - Social Security Contributions (Intermediaries) regulations 2000 (2000 No 727) 6
1 Cites

1 Citers


 
Bhullar and others v Bhullar and Another [2003] EWCA Civ 424; [2003] 2 BCLC 241
31 Mar 2003
CA
Lord Justice Brooke Lord Justice Schiemann Lord Justice Jonathon Parker
Company, Equity
The claimants were 50% shareholders in a property investment company and sought relief alleging prejudicial conduct of the company's affairs. After a falling out, two directors purchased property adjacent to a company property but in their own company name. Held: The company had not been looking to acquire further property, and the purchase could not be described as a developing business opportunity in the standard sense. Where a fiduciary has exploited a commercial opportunity for his own benefit, the relevant question is not whether the party to whom the duty is owed had some kind of beneficial interest in the opportunity: that would be too formalistic and restrictive an approach. Rather, it is simply whether the fiduciary’s exploitation of the opportunity is such as to attract the application of the rule. Each case must be viewed on its own facts. In this case there was a conflict, and the director had acted in breach of his duty to the company. The directors were liable for profits resulting from the acquisition of a property neighbouring that of their company even though they had obtained this information not as directors but as passers-by: "the existence of the opportunity was information which it was relevant for the company to know, and it follows that [the directors] were under a duty to communicate it to the company."
Companies Act 1985 459
1 Cites

1 Citers

[ Bailii ]
 
Bracken Partners Ltd v Gutteridge and Others [2003] EWHC 1064 (Ch); [2003] 2 BCLC 84; [2003] WTLR 1241
31 Mar 2003
ChD
Peter Leaver QC
Company
The claimant sought to claim against former directors of a company in which it held shares under the rule in Foss v Harbottle.
1 Cites

[ Bailii ]
 
MT Realisations Limited (In Liquidation) v Digital Equipment Co Limited [2003] EWCA Civ 494
10 Apr 2003
CA
Lord Justice Mummery Lord Justice May The President
Company
The company was insolvent, depending upon loans to it from its parent company. In the liquidation, it was claimed that in a scheme for the acquisition of the shares, the assumption of liability to repay a loan amounted to unlawful financial assistance in the acquisition of its shares. The claimant company appealed a striking out if its claims on the basis that the agreement pay £6.5m under the assignment was not a liability incurred "for the purpose of" the acquisition of MTR's shares. Held: The Chaston case could properly be distinguished. Any financial assistance which might have taken place, took place after the relevant date.
Companies Act 1985 151 152
1 Cites

[ Bailii ]
 
In Petition of Arthur Simmers and others for an Order Under Sec 461 of the Companies Act 1985 In Respect of Scotpigs Limited
24 Apr 2003
SCS
Lord McCluskey
Scotland, Company

Companies Act 1985 461
1 Cites

1 Citers

[ ScotC ]
 
Rock Nominees Ltd v RCO (Holdings) Plc (In Members' Voluntary Liquidation), ISS Brentwood Plc, ISS (Uk) Ltd, Jahanger Ahmed, Simon Cox, David Openshaw [2003] EWHC 936 (Ch)
29 Apr 2003
ChD
The Honourable Mr Justice Peter Smith
Company

Companies Act 1985 459
[ Bailii ]
 
In re The Salvage Association Times, 21 May 2003; Gazette, 19 June 2003; [2003] EWHC 1028 (Ch); [2004] 1 WLR 174
9 May 2003
ChD
Blackurn J
Company, Insolvency
The company wished to enter into a voluntary arrangement to protect itself from insolvency, but was an association incorporated by Royal Charter. Held: For the purposes of the Act, the association was to be treated as having a legal persona capable of being wound up. The words 'opening' insolvency proceedings could be read widely enough to include a creditors meeting under a proposed voluntary arrangement. Although the regulations did explicitly not apply to English companies it would be perverse to exclude the jurisdiction.
Insolvency Act 1985 8(7) - Council Regulation (EC) 1346/2000 on insolvency proceedings
1 Cites

[ Bailii ]
 
Taylor v Grier (No 3) Unreported, 12 May 2003
12 May 2003
ChD
Behrens J
Company

1 Cites

1 Citers


 
Commission v United Kingdom C-98/01; Times, 15 May 2003; [2003] EUECJ C-98/01
13 May 2003
ECJ

European, Company
Complaint was made by the Commission that the 'golden share' retained by the respondent government in British Airports Authority was an unlawful restriction on the free movement of capital under the Treaty. The share could only be owned by the government, and exercised more than one half of the voting rights, and others could not acquire more than 15% of the entire capital. Held: Though the provisions did not discriminate against other member states, it nevertheless operated in breach of the treaty. The rules effectively the possibility of others participating in the company and so restricted the free movement of capital.
Council Directive 88/361/EEC June 24 1988 - EC Treaty 67
1 Cites

[ Bailii ]
 
Cranfield and Another v Bridgegrove Ltd; Claussen v Yeates etc [2003] EWCA Civ 656; Times, 16 May 2003; [2003] 1 WLR 2441
14 May 2003
CA
Lord Justice Ward, Lord Justice Waller and Lord Justice Dyson
Civil Procedure Rules, Company
In each case claims had been late in being served and extensions in time were sought and refused. Held: The recent authorities were examined. The words 'has been unable to serve' in CPR 7.6(3)(a) include all cases where the court has failed to serve, including mere oversight. The court's discretion might then be exercised according to the source of the inability. The power to dispense with service should not be used to undermine requirements for timely service. A claimant may serve the claim form on a defendant company either by leaving it at, or by sending it by post to, the company's registered office, or by serving it in accordance with one of the methods permitted by the CPR, but it is the original claim form which must be served. There are two conditions precedent for the operation of the provisions of CPR 6.5(6), namely that (a) no solicitor is acting for the party to be served, and (b) the party has not given an address for service. If those conditions are satisfied, then the rule states that the document to be sent must be sent or transmitted to, or left at, the place shown in the table. In the case of an individual, that means at his or her usual or last known residence.
Civil Procedure Rules 6.9 7.6(3)(a) - Companies Act 1985 725(1)
1 Cites

1 Citers

[ Bailii ]
 
Clark v Cutland [2003] EWCA Civ 810; [2004] 1 WLR 783
18 Jun 2003
CA
Schiemann LJ, Potter Lj, Arden LJ
Company
One director discovered that his co-director had withdrawn substantial sums from the company.
Companies Act 1985 459
1 Cites

1 Citers

[ Bailii ]
 
Anju Tannu v Shiraz Salehbhai Moosajee and Perveen Sadikali Moosajee [2003] EWCA Civ 815
20 Jun 2003
CA
Lord Justice Mummery Lord Justice Dyson Lady Justice Arden
Company

[ Bailii ]
 
Finsoft Holding Sa v Rowil Interim Management Bv and others [2003] EWHC 1433 (Comm)
25 Jun 2003
ComC

Contract, Company

[ Bailii ]
 
Christopher Evans v SMG Television Limited etc [2003] EWHC 1423 (Ch)
26 Jun 2003
ChD
Mr Justice Lightman
Media, Company, Employment
The claimant had a series of agreements with the respondents. He had worked as radio presenter, having sold the radio station to the respondents. He was later dismissed and now sought damages for wrongful dismissal and breach of a partnership agreement. The defendants alleged he had breached the contracts inter alia by his failure to attend to business. Held: The claimant was severely criticised in his character and behaviour. His breaches of the contract were such as to justify the defendants treating his behaviour as repudiatory, and to reject offers to comply with the contracts in future as empty. The judge criticised the refusal of the parties to mitigate the costs of such actions.
1 Cites

[ Bailii ]

 
 Scottish and Newcastle /HP Bulmer (Case No Comp/M.3182 - Mergers); ECMM 30-Jun-2003 - [2003] ECComm 36
 
Goldstein v Levy Gee ( A Firm) Gazette, 11 September 2003; HC 02 C00884; [2003] EWHC 1574 (Ch); Times, 16 July 2003
1 Jul 2003
ChD
The Honourable Mr Justice Lewison
Company, Professional Negligence
There had been a dispute between shareholders, and the defendant was called upon to value the company. He issued a tender for valuers to value the properties. Complaint was made that the tender was negligent in its description of the basis for valuation. Held: Part of the skills of a chartered accountant, especially one who is willing to undertake a valuation of shares, is the valuation of shares. The properties should not have been valued on a portfolio basis. Too great a deduction for contingent tax was allowed. A deduction for non-listed status was based on an error of principle, but was within the permissible range. He was not negligent in making a deduction to reflect a 75 per cent probability that the options would be exercised. The permissible range is between 50 and 75 per cent. The mean is 62.5 per cent. The valuation remained within the permissible range. Negligence would not be shown if the figure advised was within the range of permissible figures, even if it was reached negligently. Where a figure was made up of several others, a brackert was to calculated for each, not just for those involving negligence. No loss was shown and the action dismissed.
1 Cites

[ Bailii ]
 
Elvridge v Coulson Times, 27 August 2003; Gazette, 18 September 2003; [2003] EWHC 2089 (Ch).
15 Jul 2003
ChD
Peter Smith J
Company
An unregistered friendly society was dissolved. The governing instrument provided that the votes should be counted according to value, and that a vote of five sixths of such members by value were need to dissolve the company. Members claimed to be allowed a proprotion of the sums realised on dissolution also according to their value. Held: The presumption was that the assets should be divided equally. The arrangements for voting were insufficiently connected to raise any implication to the contrary. The constitution had merely imported wording from the 1896 Act.
Friendly Societies Act 1896 78(2) 70(6)
1 Cites

1 Citers


 
Po/Yamaha (Comp/37.975 - Antitrust) [2003] ECComm 45
16 Jul 2003
ECMM

Company, Commercial

[ Worldlii ]
 
Cochlan v Ruberella Limited Unreported, 21 July 2003
21 Jul 2003
CA
Dyson LJ
Company
The issue arose as to the liability of a firm for the acts of a partner who had made statements to the claimant regarding the rate of return on a proposed investment amounting to some 6,000 per cent per annum. Held: The following propositions of law held: "(i) The principles of vicarious liability of partners for each others' actions derive from and were developed out of the principles of vicarious liability of principal and agent and employer and employee, see Dubai Aluminium Company v Salaam. (ii) This liability can extend to fraudulent acts or omissions if those were carried out in the course of the employment or within the scope of the apparent authority, albeit by an employee or a partner conducting the business of a type which he had no right to conduct, see Lloyd v Smith and Co. (iii) It is necessary to show that all the acts or omissions which make the partner liable were committed within the scope of his authority as a partner" and "What are the criteria for determining whether an act is of a class or kind which it is the ordinary business of a solicitor to carry out? The useful starting point is to ask whether the general description of the act falls within the scope of the ordinary business of solicitors. It is a necessary condition that the act should satisfy this requirement. Thus, for example, if the solicitor enters into a contract for the sale of double glazing, he cannot bind his firm under section 5, nor will his firm be vicariously liable for any wrongful act in relation to the transaction under section 10. It is not the ordinary business of solicitors to sell double glazing. The transaction is of a general nature that falls outside the scope of a solicitor's ordinary business. It is unnecessary to examine the transaction further to see that this is so. Whatever the terms of the contract of sale, it is not made by the solicitor as part of the ordinary business of a solicitor."
Partnership Act 1890 5
1 Cites

1 Citers



 
 J J Coughlan Ltd v Ruparelia and others; CA 21-Jul-2003 - [2003] EWCA Civ 1057; Times, 26 August 2003; Gazette, 02 October 2003; [2007] Lloyd's Rep PN 25
 
The Secretary of State for Trade and Industry v Christopher Paul Mckinley Swan Vuchuru Sadhana Reddy Brian Christopher Ritchie Brian Samuel North Ian Stewart [2003] EWHC 1780 (Ch); Times, 18 August 2003
22 Jul 2003
ChD
The Honourable Mr Justice Laddie
Company
When commencing proceedings under the Act, the papers were defective. The secretary of state had failed to give appropriate notice, and thus prevented him from making representations as to the allegations. The allegations involved the manipulation of cheques to create artificial balances. Held: In this case the Secretary of State's papers contained irrelevant matters and had failed to present the issues in a balanced way. One day's notice, rather than ten were given, and no explanation was provided. There was a procedural unfairness. However such unfairness could be dealt with without the proceedings being struck out, and the application was refused.
Company Directors Disqualification Act 1986 6
1 Cites

[ Bailii ]
 
New Millennium Experience Company Ltd and others v Lord Falconer and others [2003] EWHC 1823 (Ch)
23 Jul 2003
ChD
Mr Justice Lawrence Collins
Company

[ Bailii ]
 
Contract Facilities Ltd v Estate of Rees(dec'd) and others [2003] EWCA Civ 1191
23 Jul 2003
CA

Company, Litigation Practice
Where a stay is sought, all the circumstances must be considered. The court must consider whether the appeal would be stifled. One must not only look at the means of the appellant himself but also consider whether the money could be raised from "backers or interested persons".
1 Citers

[ Bailii ]
 
BAS Capital Funding Corporation, Deutsche Bank Ag London, Paine Webber Capital Inc, PW Exe Lp, Pw Partners 1999 Lp v Medfinco Limited, Abacus Holdings Limited, Andreas W Gerdes, HTC Inc, etc [2003] EWHC 1798 (Ch); [2004] 1 Lloyd's Rep 652
25 Jul 2003
ChD
Lawrence Collins J
Jurisdiction, Company
The claimants wanted to bring actions in respect of various matters under shareholders agreements in complex international joint ventures. Leave was given to serve English proceedings in Malta, and the claim form and particulars of claim were faxed and emailed and delivered by hand at the registered offices of the company and at the private address of the owner and a director of the company. All these methods were ineffective as service under English law or Maltese law. The defendants challenged the jurisdiction of the English court, referring to an exclusive jurisdiction clause. Proceedings had been begun in Malta. The respondents denied that serious and grave matters had been alleged so as to bring into play section 402. Held: The court set aside the order granting permission to serve the defendants out of the jurisdiction, except in relation to the alleged breach by the Company of the funding limits, and refused to grant the injunctions either in the wide form originally sought, or in the modified form suggested in correspondence.
Companies Act 1985 402
1 Cites

1 Citers

[ Bailii ]

 
 DEG-Deutsche Investitions und Entwicklungsgesellschaft mbH v Koshy and Other (No 3); Gwembe Valley Development Co Ltd (in receivership) v Same (No 3); CA 28-Jul-2003 - [2003] EWCA Civ 1048; Times, 09 September 2003; [2004] 1 BCLC 131
 
Re Waste Recycling Group Plc [2003] EWHC 2065 (Ch)
28 Jul 2003
ChD
Lloyd J
Company
Hearing of a petition to sanction a scheme of arrangement under Section 425 of the Companies Act and to confirm the reduction of the capital of the company provided for by the scheme.
Companies Act 1985 425
[ Bailii ]
 
Dunblane Property Limited Anthony Richard Rand, v Motorcare Holdings Limited Motorcare Services Limited, [2003] EWCA Civ 1033
29 Jul 2003
CA
Lord Justice Clarke Lord Justice Sedley The President
Company, Contract
The claimants sought damages for breach of a share sale agreement. The decision concerned the particular terms of this agreement.
[ Bailii ]
 
M Parker v Harman International Industries Ltd [2003] EWHC 1850 (QB)
30 Jul 2003
QBD
The Honourable Mr Justice Tugendhat
Company, Contract

[ Bailii ]
 
Official Receiver v Wadge Rapps and Hunt (a firm) and another and two other actions [2003] UKHL 49; [2003] BCC 659; [2003] 2 BCLC 257; [2003] 4 All ER 18; [2004] 1 AC 158; [2004] BPIR 139; [2003] 3 WLR 767
31 Jul 2003
HL
Lord Steyn, Lord Hoffmann, Lord Hope of Craighead, Lord Millett, Lord Walker of Gestingthorpe
Insolvency, Company
(Orse In re Pantmaenog Timber Co Ltd)
The Receiver sought to use information obtained under section 236 (documents recovered from the directors' solicitors) in disqualification proceedings. Held: The appeal succeeded. The Act had explicitly given the requisite powers to the receiver whether or not he was the liquidator. Nor was the purpose of the use restricted. The task of the receiver was not just to collect and get in the assets of the company, but also to carry out the other acts expected of him. Section 236 extended the meaning of 'office-holder' in this context to the Official Receiver, who was duty bound to investigate and report. His functions in a winding up were not limited to the collection and redistribution of the assets, but included investigation of its officers for the purpose of the public good of testing their conduct. The two Acts were intended to work together. The need to protect the public justified a wider reading of the statutes if necessary.
The section was constructed on the basis that such applications would be better made by the Official Receiver than the Secretary of State, because of his close knowledge of the company's affairs. The power was not restricted by the grant of similar but more limited powers under the Disqualification Act. A restriction of the kind sought would severely limit the powers in insolvency properly to investigate the company's actions.
Insolvency Act 1986 236 - Company Directors Disqualification Act 1986
1 Cites

[ Bailii ] - [ House of Lords ]
 
Re Easy-Dial Ltd Unreported, 16th September 2003
16 Sep 2003

Neuberger J
Company
On an application for a winding up order, the court accepted undertakings on the basis of which the Secretary of State sought and was given leave to withdraw his petition.
1 Citers


 
Trelleborg/Smiths (Pss Division) (Case No Comp/M.3232 - Mergers) [2003] ECComm 66
19 Sep 2003
ECMM

European, Utilities, Company

[ Worldlii ]
 
Secretary of State for Trade and Industry v Ferrier, Brown for Disqualification Orders [2003] ScotCS 246
26 Sep 2003
OHCS
Lord Mackay Of Drumadoon
Company

Company Directors Disqualification Act 1986
[ Bailii ]
 
MBA Investmentmanagement Ltd, Re [2003] EWHC 2277 (Ch)
8 Oct 2003
ChD
Park J
Company, Insolvency

[ Bailii ]
 
Daiichi UK Ltd and others v Stop Huntingdon Animal Cruelty and Others; Asahi Glass UK ltd and others v Same; Eisaai Ltd v Same; Yam,anouchi Pharma UK Ltd and others v Same; Sankyo Pharma UK Ltd and others v Same Times, 22 October 2003; Gazette, 16 October 2003; [2003] EWHC 2337 (QB)
13 Oct 2003
QBD
Owen J
Torts - Other, Company
The claimants sought injunctions and orders under the act against the respondent in respect of acts of harrassment intended variously to dissuade the companies form engaging in activities disapproved by the respondents. Held: The Act was not available to protect companies. Orders were granted for the individuals employed by them who had been affected, but refused for the companies.
Protection from Harassment Act 1997
1 Citers



 
 Regina v G and R; HL 16-Oct-2003 - [2003] UKHL 50; Times, 17 October 2003; Gazette, 13 November 2003; [2003] 3 WLR 1060; [2004] 1 AC 1034; (2003) 167 JP 621; (2003) 167 JPN 955; [2004] 1 Cr App R 21; [2003] 4 All ER 765

 
 Her Majesty's Commissioners of Inland Revenue v Laird Group plc; HL 16-Oct-2003 - [2003] UKHL 54; Gazette, 13 November 2003
 
Equitable Life Assurance Society v Bowley and others [2003] EWHC 2263 (Comm)
17 Oct 2003
ComC
The Honourable Mr Justice Langley
Company, Professional Negligence
The claimant sought damages against its former directors for negligence and breach of fiduciary duty. The defendants asked that the claims be struck out. Held: It was no longer good law that directors might leave the conduct of the company's business to competent management. Though section 727 might give relief to directors who had been negligent, but who had nevertheless acted reasonably, summary relief in this case was inappropriate. On the issue of the various elements of negligence claims it was not correct to characterise the claims as without a real prospect of success.
Companies Act 1985 727
1 Cites

[ Bailii ]
 
Igroup Ltd v Ocwen (an unlimited company) and Others Times, 04 November 2003; [2003] EWHC 2431 (Ch); [2004] 1 WLR 451
23 Oct 2003
ChD
Lightman J
Company
The claimant had submitted debentures and forms to the registrar of companies for registration. The documents submitted contained more information than was necessary, and the extra information was commercially sensitive. It sought rectification of the forms submitted or to amend the registers to exclude the additional information. Held: The court had no power to make such an alteration. The power was limited to correcting errors of commission or ommission. This was neither. The Exeter Trust case displaced any possibility of applying an inherent jurisdiction.
Companies Act 1985 403 404
1 Cites

[ Bailii ]
 
Bilkus v King, Clearsprings (Management) Limited [2003] EWHC 2516 (Ch)
29 Oct 2003
ChD
Mr Justice Lawrence Collins
Company

Companies Act 1985 459
[ Bailii ]
 
Laminates Acquisition Co v BTR Australia Ltd [2003] EWHC 2540 (Comm)
31 Oct 2003
ComC

Company, Contract
The claimant sought damages for breach of a company share sale agreement. The seller had given a warranty that it was not involved in any undisclosed litigation. An anti-trust investigation had been begun in the US. Held: In this case the seller could not demonstrate that it had complied with its own obligations under the warranties, and was therefore precluded from itself relying upon other provisions within the contract.
1 Cites

1 Citers

[ Bailii ]
 
Oldham and others v Georgina Kyrris and Another [2003] EWCA Civ 1506; Times, 07 November 2003; Gazette, 02 January 2004
4 Nov 2003
CA
Lord Justice Jonathan Parker Lord Justice Thorpe Lord Justice Dyson
Insolvency, Company
The claimant sought to bring a claim against the administrators of a partnership alleging a duty of care to creditors. Held: Such an administrator owed no greater duty to creditors than would a director. That duty was no different whether the duty was also a fiduciary duty or one at common law. His position was directly analagous with a director. No general duty of care was owed to creditors and the claim had properly been struck out.
1 Cites

[ Bailii ]
 
Bayoumi v Women's Total Abstinence Union Ltd and Another Times, 05 November 2003
5 Nov 2003
CA
Chadwick, Rix LJJ
Charity, Land, Company
A charity entered into a contract for the sale of land. It failed to comply with the requirements under the Act. The purchaser assigned the benefit of the contract, to the claimant who sought to enforce the contract. Held: The section only allowed a completed transaction to be rescued. An uncompleted contract was not itself a sale or transaction to which 36(1) could apply. The section did not f make the transaction void, but in the absence of an order of the court or the Charity Commission a transfer made following the contract would be void. Because the purchaser had become aware of the failure before completion, he could not compel completion. Directors of a charitable company would be acting ultra vires in entering into such a contract, and therefore the transaction could not either be saved under sections 35, 35A of the 1985 Act. The transaction could not be rescued.
Charities Act 1993 36(1) 37(4) - Companies Act 1985 35 35A
1 Cites


 
Magi Capital Partners Llp [2003] EWHC 2790 (Ch)
14 Nov 2003
ChD
Weeks QC J
Company, Insolvency
Application to stay a petition to wind up a limited liability partnership.
Limited Liability Partnership Act 2000 - Limited Liability Partnerships Regulations 2001
[ Bailii ]
 
In the Matter of Drax Holdings Limited and in the Matter of InPower Limited [2003] EWHC 2743 (Ch); [2004] 1 WLR 1049; [2004] 1 BCLC 10
17 Nov 2003
ChD
Mr Justice Lawrence Collins
Company, Insolvency
A company incorporated in Jersey comes within the Act for the purposes of the section. An English court has jurisdiction to wind up a foreign company if it has assets here or some other sufficient connection with this country.
Companies Act 1985 425
1 Cites

1 Citers

[ Bailii ]
 
The Secretary of State for Trade and Industry v Mark Goldberg James Flannagan Mcavoy [2003] EWHC 2843 (Ch); Times, 02 December 2003
26 Nov 2003
ChD
The Honourable Mr Justice Lewison
Company, Insolvency
The Secretary of State sought a disqualification order. The director argued that one shoul not be made in the absence of some breach of legal duty, some dishonesty should be shown. Held: The answer was a mixture of fact and law. A breach of duty alone was neither necessary nor sufficient. Unfitness by reason of incompetence might alone be enough. Though honesty was essential in a director, proof of dishonesty was not necessary where a breach of duty had not been shown. A standard nevertheless had to be used, even within a broad brush approach. A court must be very careful before making an order where the conduct complained of was not dishonest, and involved no breach of duty. However in this case, the standard had been met.
Company Directors Disqualification Act 1986 1A
1 Cites

[ Bailii ]
 
Sunrule Ltd v Avinue Ltd [2003] EWCA Civ 1942; Gazette, 15 January 2004
26 Nov 2003
CA

Contract, Civil Procedure Rules, Company
The defendant company sought to appear by a lay representative in a small claims track case in a county court. The court did not allow that, and the only representative was a director with limited English. The company appealed. Held: The normal rule as to representation of companies did not apply in cases allocated in this way. A corporate party was entitled, as of right, to be represented by a lay representative at the trial of a small claim in a county court, whether or not the representative was an officer or an employee of the company.
Civil Procedure Rules 27.2(1)(h)
[ Bailii ]
 
Ricketts v Ad Valorem Factors Ltd [2003] EWCA Civ 1706
28 Nov 2003
CA
Lord Justice Mummery Lord Justice Simon Brown
Insolvency, Company

1 Citers

[ Bailii ]
 
Hartley v Hartley [2003] EWCA Civ 1688
3 Dec 2003
CA
Lord Justice Mance Lord Justice Mummery Lord Justice Simon Brown
Company, Contract
Appeal from judgment against the defendant in respect of five loans made to different companies.
[ Bailii ]
 
Venables and others v Hornby (Her Majesty's Inspector of Taxes) [2003] UKHL 65; Times, 05 December 2003
4 Dec 2003
HL
Lord Nicholls of Birkenhead, Lord Slynn of Hadley, Lord Millett, Lord Scott of Foscote, Lord Walker of Gestingthorpe
Income Tax, Company
The company director taxpayer had retired from his company but stayed on as an unpaid non-executive director. The trust deed for the company's pension scheme provided for payments to be made to an employee. The director sought relief from payment of income tax under Schedule E. Held: (Majority) The appeal by the taxpayer was allowed. The fact that he had stayed on in an unpaid capacity did not prevent him being treated as having retired as an employee. That he had a substantial shareholding did not prevent him being an employee. The question was whether the definition treated the definitions of employee and director as coterminous. The definition did not equate the two ideas; the definition of an employee only 'included' that of an employee. A retirement either as director or as employee was sufficient. He had retired as an employee.
Income and Corporation Taxes Act 1988 600 - Finance Act 1970
1 Cites

[ House of Lords ] - [ Bailii ]
 
Eamon Mchugh, Mary Ellen Lynch v John Wilson Kerr, Ellis Allen [2003] EWHC 2985 (Ch)
9 Dec 2003
ChD
Mr Justice Lawrence Collins
Company

[ Bailii ]
 
Ultraframe UK Limited v Clayton, Fielding and Others Times, 12 January 2004; [2003] EWCA Civ 1805; Gazette, 05 February 2004; [2004] RPC 24
12 Dec 2003
CA
Waller, Longmore, LJJ, Sir William Aldous
Intellectual Property, Company
The company was 100% owned by its designer. He purported to retain the design right. Held: The designer held the rights in trust for the company. An assignment by a shareholder holding all the shares in a company was possible, but not when the act would be ultra vires the company.
Copyright Designs and Patents Act 1988 215
1 Cites

1 Citers

[ Bailii ]
 
LC Services Ltd and others v Brown and others [2003] EWHC 3024 (QB)
12 Dec 2003
QBD

Employment, Company

[ Bailii ]
 
Thames Cruises Limited v George Wheeler Launches Limited, Kingwood Launches Limited [2003] EWHC 3093 (Ch)
16 Dec 2003
ChD
The Honourable Mr Justice Peter Smith
Equity, Transport, Negligence, Company
The parties had previously worked to gether to provide ferry services on the Thames. A new tender to operate the services was not submitted. It was alleged that the Defendants had inequitably seized for themselves a business opportunity which the parties had agreed to secure jointly, and that the new licence was held in trust for all parties. Held: There was no partnership; each company operated separately. Even so, the defendants were in breach of the agreement they made to make a joint tender and it was not conscionable for them to have made a bid without reference to the Claimant and to retain the benefit of that bid without recompense to the Claimant.
1 Cites

[ Bailii ]
 
Arthur Simmers and others v James Innes for an Order Under Section 461 of the Companies Act 1985 [2003] ScotCS 314
17 Dec 2003
OHCS
Lord Carloway
Scotland, Company

Companies Act 1985 461
1 Cites

1 Citers

[ Bailii ] - [ ScotC ]
 
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