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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: 2004 To: 2004

This page lists 87 cases, and was prepared on 02 April 2018.

 
Re Finelist Limited [2004] BCC 877
2004
ChD
Laddie J
Company
Laddie J discussed the seriousness of the consequences of a director's disqualification, saying: "It is the seriousness of these consequences and the fact that such orders are sought by the [Secretary of State] on behalf of the public which should inform the way in which the proceedings are commenced and how the [Secretary of State] carries out her functions." He discussed also the possibility that "failure of the [Secretary of State] to act fairly in preparing her case against [the director], including failing to give him an opportunity to respond to her allegations, could amount to an abuse of process."
1 Citers


 
Re: Ravenhart Service (Holdings) Limited [2004] 2 BCLC 376; [2004] EWHC 76 (Ch)
2004
ChD
Etherton J
Company, Litigation Practice
The petitioners in a combined section 459 and contributories' winding up petition sought interim relief akin to an ordinary freezing order but which was designed specifically to prevent the assets of the company from dissipation, and similar relief against certain of the company's subsidiaries. Counsel for the respondents submitted that the application for that interim relief was fatally flawed (under Ravenhart) because the petition did not assert any cause of action for restitution or other monetary payment, but rather an order for the purchase of the petitioner's shares by one or more of the respondents, or alternatively an order for compulsory winding up. The continuation of relief against the subsidiaries was abandoned by consent. Held: The court rejected counsel's submissions based upon Premier Electronics. It expressly adopted Pumfrey J's. conclusion that a section 459 petition asserted a sufficient cause of action against the company to justify Mareva relief, that an interim order preventing the dissipation of the company's assets pending the hearing of the petition was well within the court's jurisdiction as a means of preserving the effectiveness of any order which might be made upon the hearing of the petition.
Companies Act 1985 459
1 Citers


 
Atlasview Ltd v Brightview Ltd [2004] 1 BCLC 191; [2004] EWHC 1056 (Ch)
2004


Company

1 Citers


 
Lindsley v Woodfull [2004] 2 BCLC 131
2004
CA
Arden LJ, Thorpe LJ
Company
Mr Woodfull, while still a partner, incorporated a company which entered into a valuable contract with one of his partnership's main customers (Colt), for which Mr Woodfull had been negotiating on behalf of the partnership. Held: He was accountable for the profits. The issue was the date down to which the account should have been ordered. Arden LJ made general observations about the basis of Mr Woodfull's liability: "The Colt contract clearly fell within the partnership's area of business. No question arises as to whether the opportunity to obtain that contract was outside the scope of Mr Woodfull's duties. That opportunity was, in my judgment, an intangible asset of the partnership which Mr Woodfull ought (in the absence of fully informed consent from his partners) to have taken up for the benefit of the partnership." and "The result looks extreme, but the purpose of imposing liability for breach of the fiduciary duty not to make a secret profit is partly to act as a deterrent … The facts of this case do not suggest that the need for this deterrent has diminished since the eighteenth century. Moreover, it is obvious that if (as here) a fiduciary holds trust property at the cesser of his fiduciary relationship, he remains accountable for it. His duty is to hand it back to the person or persons to whom the fiduciary duty was owed."
1 Citers


 
Ultraframe UK Ltd v Fielding and others [2004] EWHC 80 (Ch)
12 Jan 2004
ChD

Company

1 Cites

[ Bailii ]
 
The Secretary of State for Trade and Industry v Bell Davies Trading Ltd and KTA Limited [2004] EWHC 20 (Ch)
16 Jan 2004
ChD
The Hon Mr Justice Richards
Company, European, Commercial

1 Citers

[ Bailii ]
 
Company Number 1389920 v Registrar of Companies [2004] EWHC 60 (Ch)
19 Jan 2004
ChD

Company

[ Bailii ]
 
In re a Company (No 007466 of 2003) Times, 02 February 2004
19 Jan 2004
ChD
Peter Leaver QC
Company
The company had published and filed its accounts, but sought to file revised accounts. The Registrar of companies refused permission, and the company asked the court to require the registrar to allow it by virtue of the court's inherent jurisdiction. The accounts as filed disclosed the effect of a part 36 offer. Held: The analogy with Rush and Tompkins did not hold. Calmex did not establish a general supervisory jurisdiction. If an action might lie, the registrar and any other party would have to be a joined in.
Companies Act 1985 245
1 Cites


 
Crown Dilmun, Dilmun Investments Limited v Nicholas Sutton, Fulham River Projects Limited Times, 05 February 2004; [2004] EWHC 52 (Ch); [2004] 1 BCLC 468
23 Jan 2004
ChD
The Honourable Mr Justice Peter Smith
Company
There was a contract for the sale of Craven Cottage football stadium, conditional upon the grant of non-onerous planning permissions. It was claimed that the contract had been obtained by the defendant employee in breach of his fiduciary duties to another company of whom he was a director. The defendant said the claimant had agreed to his acting independently in property development, and that their financial position meant they would not have been interested. Held: The claimant remained receptive to development proposals. The defendant had repeatedly lied in his evidence. He was under a duty not to enter into transactions on his own account and also to account to the claimants even if they might not themselves have proceeded with the transaction.
1 Cites

1 Citers

[ Bailii ]
 
Morgan v Smalley [2004] EWCA Civ 358
23 Jan 2004
CA

Company
Partnership dissolution
[ Bailii ]

 
 Halifax plc and Others v Halifax Repossessions Ltd and Others; CA 2-Feb-2004 - Times, 11 February 2004; [2004] EWCA Civ 331
 
Bottin (International) Investments Limited v Venson Group Plc Grant Scriven Clive Lawson Smith [2004] EWHC 135 (Ch)
3 Feb 2004
ChD
The Honourable Mr Justice Peter Smith
Company, Contract

1 Cites

1 Citers

[ Bailii ]
 
Emerson (Executrix of James Henry Emerson) v Estate of Thomas Matthew Emerson Times, 03 March 2004; Gazette, 11 March 2004; [2004] EWCA Civ 170
5 Feb 2004
CA
Brooke, Chadwick, Scott Baker LJJ
Wills and Probate, Company
Two brothers farmed in partnership. The partnership was dissolved in 1998 on the death of one brother, but the business continued. The farm was affected by the foot and mouth outbreak in 2001, and the second brother died shortly after. Compensation became payable, and the two sets of executors sought directions as to how the compensation was to be accounted for. Held: S42(1) had no application. The money constituted a post cessation capital receipt, and could not be deemed to have been part of profits. As such it fell to be distributed under s24(1).
Partnership Act 1890 24(1) 42(1)
1 Cites

[ Bailii ]
 
In re Trident Fashions plc Times, 23 April 2004
5 Feb 2004
ChD
Lewison J
Insolvency, Company
Creditors of the company sought relief, saying the voluntary arrengement made had been based upon the omission of material by the insolvency practitioner. Held: A court could intervene in such a case only where the actions of the practitioner were such that no reasonable practitioner would do. When asked questions, the practitioner had to give fair and balanced answers.
1 Cites


 
Hateley v Morris, Thaker, Turner, Webb, Legal Costs Negotiators Limited Legal Costs Negotiators Limited Pty [2004] EWHC 252 (Ch)
6 Feb 2004
ChD
Mann, The Honourable Mr Justice Mann
Company

Companies Act 1985 8459
[ Bailii ]
 
Rock (Nominees) Ltd v Rco Holdings Ltd (In Members Voluntary Winding Up) and Others [2004] EWCA Civ 118
17 Feb 2004
CA
Lord Justice Potter Lord Justice Swinton Thomas Lord Justice Parker
Company

[ Bailii ]
 
John Boyle, Denis Mulligan, Terry Jenkins, Peter Birdseye v Peter Collins, Patrick Bride, Henry Niblock [2004] EWHC 271 (Ch)
18 Feb 2004
ChD
The Honourable Mr Justice Lewison
Company

Industrial and Provident Societies Act 1965
[ Bailii ]
 
Office of Fair Trading and others v IBA Health Limited [2004] EWCA Civ 142; Times, 25 February 2004; Gazette, 18 March 2004; [2004] 4 All ER 1103; [2004] ICR 1364
19 Feb 2004
CA
Lord Justice Mance VC, Lord Justice Carnwath
Company, Commercial
The OFT had considered whether it was necessary to refer a merger between two companies to the Competition Commission, and decided against. The Competition Appeal Tribunal held that the proposed merger should have been referred. The OFT and parties appealed. Held: The Tribunal had misdirected itself as to one test. The statutory test required the OFT to believe that the merger 'may be' expected to result in a substantial lessening in competition, not that such a belief might arise in the future. On the other hand, the OFT had first to form a relevant belief - a suspicion was insufficient. That belief must be reasonable and objectively based. The degree of likelihood expected must amount to an expectation that 'it is or may be the case that' the merger may be a 'relevant merger' for the Act.
Carnwath LJ said: "the CAT was right to observe that their approach should reflect the 'specific context' in which they had been created as a specialised tribunal (paras 220); but they were wrong to suggest that this permitted them to discard established case law relating to 'reasonableness' in administrative law, in favour of the 'ordinary and natural meaning' of that word (para 225). Their instinctive wish for a more flexible approach than Wednesbury would have found more solid support in the textbook discussions of the subject, which emphasise the flexibility of the legal concept of 'reasonableness' dependent on the statutory context (see de Smith para 13-055ff 'The intensity of review'; cf Wade and Forsyth, p 364ff 'The standard of reasonableness', and the comments of Lord Lowry in R v Secretary of State for the Home Department, Ex p Brind [1991] 1 AC 696, 765ff).
Thus, at one end of the spectrum, a 'low intensity' of review is applied to cases involving issues 'depending essentially on political judgment' (de Smith para 13-056-7). Examples are R v Secretary of State, Ex p Nottinghamshire County Council [1986] AC 240, and R v Secretary of State, Ex p Hammersmith and Fulham London Borough Council [1991] 1 AC 521, where the decisions related to a matter of national economic policy, and the court would not intervene outside of 'the extremes of bad faith, improper motive or manifest absurdity' ([1991] 1 AC, per Lord Bridge of Harwich, at pp 596-597). At the other end of the spectrum are decisions infringing fundamental rights where unreasonableness is not equated with 'absurdity' or 'perversity', and a 'lower' threshold of unreasonableness is used . . A further factor relevant to the intensity of review is whether the issue before the Tribunal is one properly within the province of the court. As has often been said, judges are not 'equipped by training or experience or furnished with the requisite knowledge or advice' to decide issues depending on administrative or political judgment: see Ex p Brind [1991] 1 AC at 767, per Lord Lowry. On the other hand where the question is the fairness of a procedure adopted by a decision-maker, the court has been more willing to intervene: such questions are to be answered not by reference to Wednesbury unreasonableness, but "in accordance with the principles of fair procedure which have been developed over the years and of which the courts are the author and sole judge"' (R v Panel on Take-overs and Mergers, Ex p Guinness plc [1990] 1 QB 146, 184, per Lloyd LJ)."
Enterprise Act 2002 33(1)
1 Cites

1 Citers

[ Bailii ]
 
Coudert Brothers v Normans Bay Limited (Formerly Illingworth, Morris Limited) [2004] EWCA Civ 215; Times, 24 March 2004; Gazette, 01 April 2004
27 Feb 2004
CA
Lord Justice Laws Lord Justice Waller Lord Justice Carnwath
Contract, Company, Professional Negligence, Damages
The respondent had lost its investment in a Russian development, and the appellants challenged a finding that they had been negligent in their advice with regard to the offer documents. Held: As to the basis of calculation of damages as to a loss of chance, the root question was what damages had followed. The Appeal was allowed in part. A defendant should be disallowed from relying upon a wrong he had himself committed to reduce the damages which might otherwise flow.
1 Cites

1 Citers

[ Bailii ]
 
Rubin v Gunner and Another [2004] EWHC 316 (Ch)
1 Mar 2004
ChD

Insolvency, Company
Insolvent trading
Insolvency Act 1986 214
[ Bailii ]
 
USP Strategies Plc and Another v London General Holdings Ltd and others [2004] EWHC 373 (Ch)
1 Mar 2004
ChD
Mann J
Legal Professions, Company
In the course of litigation, in the course of which summaries of advice given to the defendants by their lawyers was produced in evidence. They sought that it be struck out as protecetd by legal privilege. Held: Though summarised, the documents retained the characteristic which gave it protection from disclosure.
1 Cites

[ Bailii ]
 
Rubin v Gunner and Another [2004] EWHC 316 (Ch)
1 Mar 2004
CmpC
Mr Justice Etherton
Insolvency, Company

Insolvency Act 1986 1214 - Companies Act 1985 212

 
Cottrell v King and Another [2004] EWHC 397 (Ch)
4 Mar 2004
ChD

Trusts, Company

[ Bailii ]
 
Anthony Branch v C Bagley and others [2004] EWHC 426 (Ch)
10 Mar 2004
ChD
The Hon Mr Justice Richards
Company

Companies Act 1985 459
1 Citers

[ Bailii ]
 
In the Matter of the Supporting Link; In the Matter of the Insolvency Act 1986 [2004] EWHC 523 (Ch); Times, 19 March 2004; Gazette, 01 April 2004; [2004] 1 WLR 1549
19 Mar 2004
ChD
Vice-Chancellor, The Vice-Chancellor
Company, Insolvency
The Secretary of State sought the winding up of the company. Directors offered undertakings as to their future behaviour. Held: The Court should be slow to accept such undertakings unless the Secretary consented. The company was solvent, but the basic trading model was not attractive, and allegations of fraud had been made. No great sum had gone to charity. These were the very directors whose behaviour had suggested the need for the action, and undertakings could properly be rejected.
Insolvency Act 1986 - Companies Act 1985 447 - Charitable Institutions (Fund-Raising) Regulations 1994 7
1 Cites

1 Citers

[ Bailii ]
 
GE Capital Commercial Finance Ltd v Sutton; Anglo Pteroleum Ltd v Same Times, 08 April 2004; Gazette, 08 April 2004
19 Mar 2004
CA
Chadwick LJ, Rix LJ
Company
The administrative receivers of a company sought production of documents from the company's solicitors. Held: The receiver was tasked to deal with the realisation of the mortgaged property, and it could not use its powers to seek to obtain documents in order to assist a third party. The requirement was not being exercised for the company's benefit, and was refused.
1 Cites


 
Arros Invest Limited v Rafik Nishanov [2004] EWHC 576 (Ch)
23 Mar 2004
ChD
Mr Justice Collins
Company, Torts - Other

[ Bailii ]
 
Interservefm Limited v Omnisure Property Management Limited [2004] EWHC 500 (Comm)
23 Mar 2004
ComC
Mr Justice Langley
Company, Corporation Tax

[ Bailii ]
 
Bathurst (As Administrator of the Estate of Michael David Bathurst Deceased) v Scarborow [2004] EWCA Civ 411
1 Apr 2004
CA
Lord Justice Rix Lord Justice Jacob
Company
The deceased and defendant had been partners and friends. They had bought a property expressly for the partnership and was conveyed into their names as joint tenants. Held: The declaration in the partnership was not itself sufficient cogent evidence that the partners had agreed a beneficial joint tenancy, but that with the nature of the partnership did support such an intention. The solicitor had taken pains to make the consequences clear to the partners. There was a possibility that the transfer had not in fact been executed by the partners. "Ultimately there is no inconsistency between a beneficial joint tenancy and partnership property: the only inconsistency is between the rule of survivorship and the presumption that partnership property is held in common. Ultimately, however, contrary agreement prevails. No case of severance has been made. "
Partnership Act 1890 19
1 Cites

[ Bailii ]

 
 In re Millenium Advanced Technology Ltd; ChD 2-Apr-2004 - Times, 29 April 2004
 
Sociiti Air France (Air France) And Alitalia Linee Aeree Italiane S.P.A. (Alitalia) (Antitrust) [2004] ECComm 2
7 Apr 2004
ECMM

Company, Commercial

[ Worldlii ]
 
Rose v Lynx Express Ltd. and Bridgepoint Capital (Nominees) Ltd [2004] EWCA Civ 447; Times, 22 April 2004; [2004] 1 BCLC 455
7 Apr 2004
CA
Lord Justice Peter Gibson Mr Justice Keene Lord Justice Mance
Company, Litigation Practice, Civil Procedure Rules
In an request for pre-action discovery it was plainly wrong for the court to seek to decide in advance any element of the virtues of the case. Held: The appeal should be allowed. The case was arguable and should be allowed to proceed.
Peter Gibson LJ said: "We have reservations about the approach adopted by the judge. We are concerned whether it is possible, and it is in our view certainly unsatisfactory, to have a situation in which what is described as a straightforward issue of construction is decided one way for one purpose, but may later be re-argued and possibly decided differently during the course of subsequent proceedings. Further, whether or not the determination would be binding at the trial of the substantive claim, there are practical dangers about considering any substantive issue, and particularly the core issue in the action, in the context of an application for pre-action disclosure. At the pre-action stage, the parties may not have thought through or seen all the implications of the issue in the same way as they will have done by the time when it comes to be tried. Any pre-action determination will have to take place in the light of assumptions about the factual circumstances, which may prove incomplete or incorrect. The actual factual circumstances, when known, may throw up problems about a particular construction of the articles which may not have been apparent at the pre-action stage. We think therefore that courts should be hesitant, in the context of an application for pre-action disclosure, about embarking upon any determination of substantive issues in the case. In our view it will normally be sufficient to found an application under CPR 31.16(3) for the substantive claim pursued in the proceedings to be properly arguable and to have a real prospect of success, and it will normally be appropriate to approach the conditions in CPR 31.16(3) on that basis."
Civil Procedure Rules 31.16(3)
1 Cites

1 Citers

[ Bailii ]
 
Rodencroft Limited, W. G. Birch Developments Limited, H-M Birch Limited; Simon Allso v The Secretary for State for Trade and Industry [2004] EWHC 862 (Ch); Times, 13 May 2004
23 Apr 2004
ChD
The Hon Mr Justice Evans-Lombe
Company, Insolvency
The Secretary of state sought the winding up of the companies saying it was expedient in the public interest to do so. A shareholder opposed this saying that the companies were solvent. Held: The shareholder had, in the absence of any position taken by the company, the standing to make the application, which was granted in respect of one company and refused for the other two. The rules did not envisage a shareholder appearing in such a case, but he should not be prevented from doing so in an appropriate case.
Insolvency Act 1986 12A
1 Cites



 
 In re Telewest Communications Plc; ChD 26-Apr-2004 - [2004] EWHC 924 (Ch); Times, 27 May 2004
 
Queen's Moat Houses Plc Norfolk Capital Hotels Limited v Capita IRG Trustees Limited [2004] EWHC 868 (Ch)
27 Apr 2004
ChD
The Hon Mr Justice Lightman
Company

[ Bailii ]
 
Unicomp Inc v Eurodis Electron Plc [2004] EWHC 979 (Ch)
7 May 2004
ChD
The Hon Mr Justice Evans-Lombe
Landlord and Tenant, Company
The tenant (CEM) fell into financial difficulties. In breach of covenant the premises were occupied by a related company (Unibol) which started paying the rent. The landlord (Fortwilliam) accepted the rent for nearly two years after having been put on notice of Unibol's occupation and payment of the rent. During this period there were negotiations over an assignment of the lease which failed. Held: The conduct of the landlord in failing to take action to enforce the covenants in the lease when it became clear to it that Unibol had taken possession of the premises and was paying the rent amounted to forbearance: "What occurred here, as a result of Fortwilliam's failure to take any steps to enforce the covenant, was that Fortwilliam may have become estopped by waiver from forfeiting the lease as a result of that breach. By contrast with the circumstances of the Howard de Walden and Selous cases and of Holme v Brunskill, Fortwilliam did not take the initiative to vary the terms of the lease. There was no agreement between Fortwilliam and Holdings on behalf of CEM to vary its terms, simply an acceptance of payment of the rent coming due under the lease by another company in the same group as Holdings and CEM pending negotiations to assign the lease to that company which situation was allowed to continue after those negotiations had broken down."
1 Citers

[ Bailii ]

 
 Bernhard Schulte Gmbh and Co Kg and others v Nile Holdings Ltd; ComC 11-May-2004 - [2004] EWHC 977 (Comm)
 
Goshawk Syndicate Management Limited, Svb Syndicate Limited, Goshawk Dedicated (No.2) Limited, Svb Underwriting Limited v Xl Speciality Insurance Company [2004] EWHC 1086 (Comm)
14 May 2004
ComC
The Honourable Mr Justice Morison
Insurance, Company

1 Citers

[ Bailii ]
 
Sangeeta Mehra v Radiatben Rajnikant Shah and others [2004] EWCA Civ 632
20 May 2004
CA
Lord Justice Kennedy Lord Justice Parker Lord Justice Dyson
Company, Trusts

[ Bailii ]
 
Citybranch Group Ltd, Re the Companies Act 1985 [2004] EWCA Civ 815
21 May 2004
CA

Company

Companies Act 1985
[ Bailii ]
 
Harlow and Another v Loveday and Another; In re Hill and Tyler Ltd (in administration) Times, 11 June 2004; 2005] 1 BCLC 41
28 May 2004
ChD

Company
The administrators challenged the validity of a charge which appeared to have been given by the company to secure the purchase of shares in the company. Held: The loan itself did not amount to assistance, but the charge did. It was indirect financial assistance. The company officers had not complied with the necessary whitewash procedures to validate the transaction. The declaration made by the officers was incorrect, but viewed as a whole and in the light of the possible severe consequences to the officers, it could be viewed to be correct. Even so, it was unenforceable because it contravened section 151, in which case the availability of the whitewash procedure whether successfully implemented or not, did not rescue the charge. It was unenforcable.
Companies Act 1985 155 156 157 158
1 Cites


 
Dyer v Piclux Sa and Another [2004] EWHC 1266 (Comm)
28 May 2004
ComC

Company, Contract

[ Bailii ]
 
Irvin Dyer v Piclux SA [2004] EWHC 1266 (Comm)
2 Jun 2004
ComC
Mr Justice Langley
Contract, Company


 
Hopkins v T L Dallas Group Ltd and Another [2004] EWHC 1379 (Ch)
16 Jun 2004
ChD

Company, Contract

[ Bailii ]
 
Branch v Bagley and others [2004] EWCA Civ 806
16 Jun 2004
CA

Company

1 Cites

[ Bailii ]
 
Criterion Properties plc v Stratford UK Properties LLC and others [2004] UKHL 28; Times, 25 June 2004; [2004] 1 WLR 1846; [2004] BCC 570; [2004] NPC 96
17 Jun 2004
HL
Lord Nicholls of Birkenhead, Lord Scott of Foscote, Lord Rodger of Earlsferry, Lord Walker of Gestingthorpe, Lord Carswell
Company
The parties presented their claim before the House, but the House found that it was to be argued differently. The new arguments had not been pursued or prepared before the case came to the House, and it was remitted to the lower courts for the issue to be considered.
Lord Scott of Foscote: "The word "receipt" in the expression "knowing receipt" refers to the receipt by one person from another of assets. A person who enters into a binding contract acquires contractual rights that are created by the contract. There may be a "receipt" of assets when the contract is completed and the question whether there is "knowing receipt" may become a relevant question at that stage. But until then there is simply an executory contract which may or may not be enforceable. The creation by the contract of contractual rights does not constitute a "receipt" of assets in the sense that a "knowing receipt" involves a receipt of assets. The question whether an executory contract is enforceable is quite different from the question whether assets of which there has been a "knowing receipt" are recoverable from the recipient. To confuse these two questions is likely to lead, and in the present case has, in my opinion, led, to further confusion."
Lord Nicholls of Birkenhead: "If a company (A) enters into an agreement with B under which B acquires benefits from A, A's ability to recover these benefits from B depends essentially on whether the agreement is binding on A. If the directors of A were acting for an improper purpose when they entered into the agreement, A's ability to have the agreement set aside depends upon the application of familiar principles of agency and company law. If, applying these principles, the agreement is found to be valid and is therefore not set aside, questions of "knowing receipt" by B do not arise. So far as B is concerned there can be no question of A's assets having been misapplied. B acquired the assets from A, the legal and beneficial owner of the assets, under a valid agreement made between him and A. If, however, the agreement is set aside, B will be accountable for any benefits he may have received from A under the agreement. A will have a proprietary claim, if B still has the assets. Additionally, and irrespective of whether B still has the assets in question, A will have a personal claim against B for unjust enrichment, subject always to a defence of change of position. B's personal accountability will not be dependent upon proof of fault or "unconscionable" conduct on his part. B's accountability, in this regard, will be "strict"."
1 Cites

1 Citers

[ House of Lords ] - [ Bailii ]
 
Pennington and others v Crampton and others [2004] EWCA Civ 819
17 Jun 2004
CA
Waller, Chadwick LJJ
Company, Wills and Probate
Application for permission to appeal against proposal of Tomlin Order
1 Cites

[ Bailii ]
 
In the Matter of Telewest Communications Plc and in the Matter of Telewest Finance (Jersey) Ltd [2004] EWHC 1466 (Ch)
22 Jun 2004
ChD
Mr Justice Richards
Company, Insolvency
Richards J said: "In considering the primary position of the Opposing Bondholders, it is important to keep in mind the function of the court at this stage. This is an application by the companies for leave to convene meetings to consider the schemes. It is emphatically not a hearing to consider the merits and fairness of the schemes. Those aspects are among the principal matters for decision at the later hearing to sanction the schemes, if they are approved by the statutory majorities of creditors. The matters for consideration at this stage concern the jurisdiction of the court to sanction the scheme if it proceeds. There is no point in the court convening meetings to consider the scheme if it can be seen now that it will lack the jurisdiction to sanction it later. This is principally a matter of the composition of classes. Under section 425, the court will have no jurisdiction to sanction the scheme if the classes have been incorrectly constituted. It is perhaps unfortunate that this is the case and there is much to commend an approach which enables the court to sanction a scheme in an appropriate case, where the classes have been incorrectly constituted in a way which would not have affected the outcome of the meetings. But that is not the position under section 425 and the practice now is to deal so far as possible with issues of class composition at the first stage of the application for leave to convene meetings. There might exceptionally be other issues which would go to jurisdiction and could properly raised at this stage: see re Savoy Hotel Ltd [1981] Ch. 351. What the court should not do is consider the fairness of the scheme with a view to deciding whether at the later hearing it will or will not sanction it.
If the Opposing Bondholders' position is that the inclusion of the Average Exchange Rate produces so unfair a result that no court would sanction the scheme, that as it seems to me can and should be considered at the hearing to sanction the scheme…."
Companies Act 1985 425
1 Citers

[ Bailii ]
 
Carl Baker v Anthony Potter and Bellevue Garages Limited [2004] EWHC 1422 (Ch)
22 Jun 2004
ChD
Mr Justice Richards
Company
A company in general meeting can release or compromise a claim for breach of section 151.
Companies Act 1985 459
1 Citers

[ Bailii ]

 
 Archer and Watkins v Registrar General and Another; PC 24-Jun-2004 - [2004] UKPC 31
 
Gardner v Parker [2004] EWCA Civ 781; [2004] 2 BCLC 554
25 Jun 2004
CA
Lord Justice Mance Mr Justice Bodey Lord Justice Neuberger
Company
The court considered the extent to which a shareholder or creditor of a company who has suffered loss, as the result of a breach of duties owed both to him and the company by a defendant, is nonetheless debarred from recovering that loss, because the breach of duty also caused the company loss, which it is or was entitled to recover from the defendant.
1 Cites

1 Citers

[ Bailii ]
 
Lynda Anne Todd for Winding Up of Van Bentley Limited v James Watson [2004] ScotCS 153
25 Jun 2004
IHCS
J. Gordon Reid, Q.C.
Company, Scotland

[ Bailii ] - [ ScotC ]
 
Ashborder Bv and others v Green Gas Power Ltd and others [2004] EWHC 1517 (Ch); [2005] 1 BCLC 623
29 Jun 2004
ChD
Etherton, The Honourable Mr Justice Etherton
Company, Contract

1 Cites

1 Citers

[ Bailii ]
 
Whalley v Doney and Another [2004] EWCA Civ 1198
9 Jul 2004
CA

Company, Insolvency

[ Bailii ]
 
Arrow Nominees Inc and Another v Blackledge and others [2004] EWCA Civ 1251
13 Jul 2004
CA

Company

1 Cites

[ Bailii ]
 
Gardner v Parker [2004] EWCA Civ 1038
16 Jul 2004
CA

Company

1 Cites

[ Bailii ]
 
Speed Investments Ltd and Another v Formula One Holdings Ltd and Others [2004] EWHC 1772 (Ch)
19 Jul 2004
ChD
Park J
Company

[ Bailii ]

 
 In re Queens Moat Houses Plc; Secretary of State for Trade and Industry v Bairstow, Hersey, Marcus, Porter; ChD 19-Jul-2004 - [2004] EWHC 1730 (Ch)
 
Eastaway v The United Kingdom 74976/01; Times, 09 August 2004; [2004] ECHR 364; [2004] ECHR 364
20 Jul 2004
ECHR

Human Rights, Company
The applicant had been proceeded against after the collapse of companies in which he was involved with very substantial debts. The proceedings had begun in July 1990, and lasted nearly nine years. Held: Where proceedings could be expected to have an adverse effect on the applicant's reputation and ability to practice his profession, special diligence was required to act with expedition. The applicant had pursued appeals himself which had failed, and criticism of him for this was incorrect, the solution being to exclude an appropriate period from the time calculation. There had been a violation of the applicant's article 6 rights.
European Convention on Human Rights 6.1
1 Cites

1 Citers

[ Bailii ] - [ Bailii ]
 
Speed Investments Ltd and Another v Formula One Holdings Ltd and Others [2004] EWHC 1827 (Ch)
20 Jul 2004
ChD
Park J
Company

[ Bailii ]
 
Enron (Thrace) Exploration and Production Bv, Ect Europe Finance Inc. v Ann K Clapp, David S Clapp, Harvey R Iii Clapp, Guy O Iii Dove [2004] EWHC 1612 (Comm)
20 Jul 2004
QBD
The Honourable Mr Justice Langley
Company
Construction of Joint venture agreement
[ Bailii ]
 
Lord v Sinai Securities Ltd and others [2004] EWHC 1764 (Ch)
21 Jul 2004
ChD
Hart J
Company, Insolvency
For it to be found that a person had acted as a shadow director within the section, it must be shown that "all the directors, or at least a consistent majority of them," had been accustomed to act on the directions of the alleged shadow director.
Companies Act 1985 741(2)
1 Citers

[ Bailii ]
 
Bhanderi v Customs and Excise [2004] EWHC 1765 (Ch)
23 Jul 2004
ChD

Company, Customs and Excise

[ Bailii ]
 
Manning, Bloom, Bingham (Liquidators of SSSI Realisations (2002) Limited) and similar v Robinson, Acland (Liquidators of Save Group Plc) etc [2004] EWHC 1760 (Ch)
27 Jul 2004
ChD
The Hon Mr Justice Lloyd
Insolvency, Company

[ Bailii ]
 
Concord Trust v The Law Debenture Trust Corporation Plc [2004] EWCA Civ 1001
28 Jul 2004
CA
Lord Justice Peter Gibson Laddie, The Hon Mr Justice Laddie Lord Justice Jonathan Parker
Company, Financial Services

1 Citers

[ Bailii ]
 
Montrose Investment Ltd v Orion Nominees Ltd, Richmond Corporate Services Ltd and Upton, Birchall Ventures Ltd [2004] EWCA Civ 1032
28 Jul 2004
CA
Lord Justice Waller Lady Justice Arden Lord Justice Parker
Company, Trusts

[ Bailii ]
 
Bell Davies Trading Ltd and Another v Secretary of State for Trade and Industry [2004] EWCA Civ 1066; Times, 21 September 2004
30 Jul 2004
CA
Lord Justice Mummery The Honourable Mr Justice Collins Lord Justice Scott Baker
Commercial, Company
The directors of the company had organised a scheme for imports from China which was thought to be an unlawful abuse of the import licensing scheme. When presneted with an application by the Secretary of State for the winding up of the company, the company gave undertakings as to their future conduct. They then sought a declaration that certain operations would not be in breach of those undertakings, and appealed a refusal of a declaration, and of the undertakings, saying they had been given under effective compulsion. Held: Generally a party giving an undertaking would not later be heard to speak against it, but in this case it was effectively an appeal against the judge's decision not to wind the company up only if undertakings were given. This was a case in which the company could be allowed to appeal against its own undertakings. An application for declaratory relief by the company rather than winding up at the request of the Seceretary might have been a better approach in the first place. Had the company sought to establish the lawfulness or otherwise of their scheme they might not have ended up in this postion. The judge's decision was correct.
1 Cites

[ Bailii ]
 
EIC Services Ltd European Internet Capital Ltd v Phipps, Paul, Barber [2004] EWCA Civ 1069
30 Jul 2004
CA
Lord Justice Peter Gibson Mr Justice Newman Lord Justice Sedlay
Company

1 Cites

[ Bailii ]
 
Chubb Insurance Company of Europe S.A.Andvivian Davies v Herbert Black, American Iron and Metal Company Incorporated, Lito Trade Incorporated [2004] EWHC 2138 (Comm)
23 Sep 2004
QBD
The Honourable Mr Justice Langley
Company, Contract, Insurance
Enforcement of contract of indemnity under guarantee of company given by director. Insurance claim.
[ Bailii ]
 
Fassihim, Liddiardrams, International Ltd, Isograph Ltd v Item Software (UK) Ltd [2004] EWCA Civ 1244; Times, 21 October 2004; [2004] BCC 994; [2007] Lloyd's Rep PN 17; [2005] ICR 450; [2005] 2 BCLC 91; [2004] IRLR 928
30 Sep 2004
CA
Mr Justice Holman, Lord Justice Mummery, Lady Justice Arden
Company
The first defendant (F) had been employed by a company involved in a distribution agreement. He had sought to set up a competing arrangement whilst a director of the claimant, and diverted a contract to his new company. Held: A company director has additional, fiduciary duties over and above those of an employee. The duties are set and imposed by law. Whilst a director was under a fiduciary duty to disclose his wrongdoing to the company, this was not a separate and independent duty but was part of the more general obligation to act in what he in good faith considers to be in the best interests of the company. F was under a duty to disclose that he had a personal interest in the decision before the board. That duty could only be fulfilled by informing the board of his setting up of an independent and competing company. The director was entitled to an apportioned part of his salary until the date of the breach. The 1870 Act should be treated as a remedial Act and there is no justification for striving to restrict its operation, and it does indeed extend to apportionment of salaries when the employment ceased during a pay period.
Apportionment Act 1870 - Companies Act 1985 310 317
1 Cites

1 Citers

[ Bailii ]
 
Customs and Excise v Anglo Overseas Ltd [2004] EWHC 2198 (Ch); [2005] BPIR 137
5 Oct 2004
ChD
The Honourable Mr Justice Lewison
Customs and Excise, Company, Insolvency

Excise Duty Points (Duty Suspended Movements of Excise Goods) Regulations 2001
1 Citers

[ Bailii ]
 
Bamber v Eaton Times, 22 October 2004
6 Oct 2004
ChD
Pumfrey J
Company
The claimant was a shareholder who felt that the affairs of the company were being conducted in a manner unfairly prejudicial to his interests. He began his action by a claim accompanied by particulars of claim. The defendants argued that the action should have been begun by petition, and that the defect could not be cured by amendment and should be struck out. Held: The requirement to proceed by petition was mandatory and not merely directory. The provision in CPR allowing amendments referred only to the curing of defects in compliance with CPR, and not to a statutory failure. The power of amendment would not allow a claim to be transformed into a petition.
Companies Act 1985 459

 
Base Metal Trading Ltd v Shamurin [2004] EWCA Civ 1316; Times, 01 November 2004; [2004] 4 All ER 1
14 Oct 2004
CA
Lady Justice Arden Lord Justice Tuckey Mr Justice Newman
Company, Jurisdiction, Equity
The claimant sought damages from what were said to be speculative trades carried out by the defendant whilst working in Russia. The claims were in both equity and in tort. He was a director of the company which was incorporated in Guernsey. Held: If the acts complained of did not relate to the constitution of a company, it must relate to its internal management. Where the claim related to the duties inherent in the office of director, the claim should be heard in the place of incorporation wherever the acts complained of took place. Russian law was applicable for the claim in tort, but Guernsey, where the company was incorporated, was the proper law of the claim in equity.
Contracts (Applicable Law) Act 1990
1 Cites

1 Citers

[ Bailii ]
 
In re Ballast plc (in Administration) and Others Times, 28 October 2004; [2005] 1 WLR 1928
21 Oct 2004
ChD
Blackburne J
Company, Insolvency
The administrator sought to move direct from an administration to insolvency proceedings without first closing the administration by a court order. Held: The 2002 was intended to allow such a procedure.
Enterprise Act 2002
1 Citers


 
Bottin (International) Investments Ltd v Venson Group Plc and others [2004] EWCA Civ 1368
22 Oct 2004
CA

Company

1 Cites

[ Bailii ]
 
Bottin (International) Investments Ltd v Venson Group Plcgrant Scriven Clive Lawson Smith [2003] EWCA Civ 1368
22 Oct 2004
CA
Lord Justice Peter Gibson
Company, Contract
Under a share purchase agreement, "notice of the claim had to be made in writing "specifying such details of the event or circumstances giving rise to such claim as are available to the investor and an estimate (if capable of preparation by the investor) of the total amount of the warrantor's liabilities therefor claimed."
1 Cites

1 Citers


 
Alexander Forbes Trustee Services Limited, T&N Pensions Trustee Limited v Joanne Jackson, Owen Oliver, T&N Limited (In Administration) [2004] EWHC 2448 (Ch)
2 Nov 2004
ChD
The Honourable Mr Justice Patten
Company

1 Cites

1 Citers

[ Bailii ]
 
Speed Investments Limited, Slec Holdings LImited v Formula One Holdings Limited, Bambino Holdings Limited, Luc Argand, Emmanuele Argand-Rey [2004] EWCA Civ 1512; Times, 18 November 2004
12 Nov 2004
CA
The Hon Mr Justice Neuberger Lord Justice Aldous Lord Justice Carnwath
Jurisdiction, Company
The applicants, shareholders in the company, sought to stay an action in England, saying the action had first been commenced in Switzerland. Held: The issue was one of the internal management of the company. Though it did not relate to a matter of the constitution of the company it did relate to a shareholders agreement which concerned one of the main organs of the company. The company was registered in the UK, and the action should be heard here. The stay was refused.
Lugano Convention 21
1 Cites

[ Bailii ]
 
Regina (Gladstone plc) v Manchester City Magistrates Court Times, 26 November 2004; [2004] EWHC 2806 (Admin); [2005] 1 WLR 1987; [2005] 2 All ER 56
18 Nov 2004
QBD
Rose, Leveson JJ
Criminal Practice, Company
It was alleged that at the company's annual genneral meeting the proposed defendant had assaulted the company's chairman. The company prosecuted him. The magistrate dismissed the charge saying that the company had no standing to conduct such a prosecution, there being no public benefit in the company undertaking the prosecution. Held: The company had a proper interest in the orderly conduct of its meetings, and could undertake the prosecution. Such actions must be exceptional, and the court would not want them to be used to stifle opposition to the management of the company.
1 Citers

[ Bailii ]
 
Mytravel Group Plc, Re Companies Act 1985 [2004] EWHC 2741 (Ch); Times, 30 November 2004
24 Nov 2004
ChD
Mann J
Company, Insolvency
The company sought approval of a proposed reconstruction under the section. Held: Approval could not be given. To count as a reconstruction two principal qualities were required. The business carried on should be the same or similar, and those carrying on the business should be the same or similar. Here the proposal would result in the former shareholders owning only 4% of the new business.
Companies Act 1985 425
1 Cites

[ Bailii ]
 
Dyment v Boyden and others [2004] EWCA Civ 1586; Times, 02 December 2004
26 Nov 2004
CA
Lord Justice Peter Gibson Lord Justice Clarke and Lord Justice Keene
Company, Landlord and Tenant
Mrs D had gone into business with the respondents to operate a residential care home. It was to be run from premises owned by the respondents. The respondents inter alia had failed to disclose previous convictions, the registration was cancelled, and the company was insolvent. Heads of agreement with an attached draft lease had been agreed but a lease was not signed by the Mrs D. As the business collapsed, Mrs D began another business taking the home's residents. The respondents claimed arrears of rent from Mrs D. Held: Held: It is in principle wrong that an intended party to a lease should be treated as bound at a time before he has committed himself to the lease merely because the other party has delivered the lease in escrow and the escrow conditions are subsequently satisfied. The appeal by the respondents failed.
Companies Act 1985 151 - Insolvency Act 1986
1 Cites

[ Bailii ]
 
Freakley, Gleave, Squires, T&N Limited v Centre Reinsurance International Company, Muenchener Rueckversicherungs-Gesellschaft, European International Reinsurance Company Limited, Curzon Insurance Limited [2004] EWHC 2740 (Ch)
26 Nov 2004
ChD
The Hon Mr Justice Richards
Company, Insolvency

1 Cites

1 Citers

[ Bailii ]
 
Lte Scientific Ltd. v Thomas and Another [2004] EWCA Civ 1622
29 Nov 2004
CA

Company

1 Cites

[ Bailii ]
 
Speed Investments Ltd and Another v Formula One Holdings Ltd and Another [2004] EWHC 3215 (Ch)
6 Dec 2004
ChD
Park J
Company

[ Bailii ]
 
Alstom Transport v Elequip Projects Ltd [2004] EWHC 2897 (Ch)
13 Dec 2004
ChD
Hart J
Company, Insolvency

[ Bailii ]
 
Fidelity Investments International Plc v Mytravel Group Plc [2004] EWCA Civ 1734
15 Dec 2004
CA

Company

[ Bailii ]
 
In the Matter of British American Racing (Holdings) Limited; In the Matter of the Insolvency Act 1986 [2004] EWHC 2947 (Ch)
16 Dec 2004
ChD
Lord Justice Evans-Lombe
Insolvency, Company
The company raced in the Formula 1 series. Its main sponsors had been British American Tobacco, but because of restrictions of tobacco advertising, the company lost substantial revenue and fell in to loss, and entered into an individual voluntary arrangement. It had just signed a new joint venture agreement with Honda, when BAT called in its loan. BAT sought an administration order. Mount Eagle a smaller shareholder refused to sell out and opposed the application, saying the administration was not sought in good faith. Held: The debts were substantial, and the shares had no independent value. The proposal would allow for payment of the company's debts. Administrators would have a duty to te court to act fairly, and the an order would not be unfair. The application was not an abuse.
Insolvency Act 1986
1 Cites


 
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