Company debentures were expressly excepted from the operation of the Bills of Sales Act (1878) Amendment Act 1882 by section 17 of that Act because they were debentures ‘issued by any mortgage, loan, or other incorporated company’. Nor were debentures bills of sale to which the Act of 1878 applied and company debentures themselves were … Continue reading In re Standard Manufacturing Co: CA 1891
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The court asked as to the possibility of appointing a company as a director of another company in the absence of an express power in the articles. Citations: [1907] 2 Ch 458 Statutes: Companies Act 1862 Jurisdiction: England and Wales Cited by: Cited – Holland v Revenue and Customs and Another CA 2-Jul-2009 The appellant … Continue reading In re Bulawayo: 1907
Boaler had brought unsuccessful proceedings in the Lord Mayor’s Court against a company, and was ordered to pay its costs. When he failed to pay them, an order of commitment was made against him. He applied for certiorari, alleging, inter alia, that the proceedings had been brought against the company without leave, when it was … Continue reading Regina v Lord Mayor of London; Ex parte Boaler: QBD 14 Jun 1893
The High Court had made a winding up order against an insolvent association under a section of the Companies Act 1862 which applied to unregistered companies. The Act prohibited the formation of an unregistered company with more than twenty members. The association, which was not registered under the Act, consisted of more than twenty members. … Continue reading In re Padstow Total Loss and Collision Assurance Association: CA 1882
Lord Chelmsford said: ‘it is said that everything that is stated in the prospectus is literally true, and so it is; but the objection to it is, not that it does not state the truth as far as it goes, but that it conceals most material facts with which the public ought to have been … Continue reading Oakes v Turquand: hL 1867
The Court was asked whether a contributory was entitled to set off a debt due to him from the company against calls made against him both by the company before the commencement of its liquidation and by the liquidator after the commencement of its liquidation. Held: Section 38 gave rise to a ‘debt due to … Continue reading In re Whitehouse and Co: CA 1878
Public Company – Partnership – Reduction of Contract – Fraud – Recission of Contract – Commencement of Winding-up – Act 25 and 26 Vict. c. 89 (Companies Act 1862), secs. 18, 38, 84, 130A shareholder in a joint-stock bank, which was registered under the Companies Act of 1862, raised an action of reduction of his … Continue reading City of Glasgow Bank Liquidation – (Tennent’s Case) Hugh Tennent v The Liquidators: HL 20 May 1879
Public Company – Sale of Bank Stock – Registering Sale after Stoppage of Company – Companies Act 1862, sec. 35A sale of bank stock was made upon a stock exchange on 28th and 30th September, the settling-day being the 16th October. Before the settling-day the bank, who were the purchasers of the stock, suspended payment. … Continue reading City of Glasgow Bank Liquidation – (Nelson Mitchell’s Case) – Nelson Mitchell, Petitioner v The Liquidators: HL 20 May 1879
Public Company – Transfer of Shares – Entry on the Transfer Register where New Trustees Assumed – Companies Act 1862 (25 and 26 Vict. c. 89), sec. 25.Trustees whose names were entered on the register of a joint-stock bank, registered but not formed under the Companies Act 1862, executed a deed of assumption of new … Continue reading City of Glasgow Bank Liquidation – (Bell’s Case) – Bell and Others (Lang’s Trustees) v The Liquidators: HL 20 May 1879
Trust – Partnership – Liability of Trustees – Companies Act 1862 (25, and 26 Vict. cap. 89).The City of Glasgow Bank was a joint-stock company formed in 1839 under a contract of copartnery, and subsequently incorporated under the Companies Act 1862. Where notice of a trust appeared upon the register and in the other books … Continue reading City of Glasgow Bank Liquidation – (Muir’s Case) Muir and Others (Murdoch’s Trustees), Petitioners v The Liquidators: HL 7 Apr 1879
PC (Jamacia) The plaintiff challenged an order setting aside a default assessment of damages in his claim for defamation. After the action was lost, two witnesses had come forward who might have allowed a defence of justification. He claimed that the order amounted to an order for a retrial. Held: A default judgment is one … Continue reading Strachan v The Gleaner Company Limited and Stokes: PC 25 Jul 2005
A company which had gone from voluntary winding up, first to winding up under supervision and then to compulsory winding up, with the official receiver as liquidator. The company’s former managing director was suspected of fraud, but the law officers declined to prosecute. Some of the shareholders wished to prosecute him, mainly at the expense … Continue reading In re London and Globe Finance Corporation Ltd: ChD 1903
The court considered the propriety of the cross examination of a witness of the statements of others. The plaintiff company in liquidation, sought rescission of a contract for the purchase of land. In the course of the liquidation and after the commencement of the action certain persons were examined under section 115 of the 1862 … Continue reading North Australian Territory Co v Goldsborough, Mort and Co: CA 1893
The defendants had given promissory notes to a friendly society, which came to be dissolved. An action was brought for recovery of the debts, but without the necessary permission first. Held: The failure was not one to be taken advantage of in the plea to the further maintenane of the action, but only, and if … Continue reading Gray v Raper: CCP 1866
The court considered the circumstances when a liquidator could be removed. The words ‘due cause’ did not require anything amounting to misconduct or personal unfitness. It was sufficient if it could be shown that it was on the whole desirable that a liquidator should be removed. It was a serious and valid objection to the … Continue reading Marseilles Extension Rly and Land Co: 1867
Mr Borland was a shareholder. The company’s articles contained pre-emption rights, such that on a shareholder’s bankruptcy, he had, on receiving a transfer notice from the directors, to transfer his shares to a manager or assistant at a fair value calculated in accordance with the articles. His trustee said that the transfer articles were void … Continue reading Borland’s Trustee v Steel Brothers and Co Ltd: 1901
Sir William James V-C dismissed a petition for the winding up of a company which had issued large numbers of life policies and annuity contracts, and appeared to be in financial difficulties. He rejected the basis of the ‘just and equitable’ ground in section 79(5) of the 1862 Act, saying: ‘And in my view of … Continue reading In Re European Life Assurance Society: 1869
Section 163 provided ‘any . . distress or execution put in force against the estate or effects of the company after the commencement of the winding up shall be void to all intents.’ After the presentation of a petition, the commencement of a compulsory winding up, but before the winding up order, the lessor of … Continue reading In re Exhall Coal Mining Co Ltd: CA 1864
It was argued, unsuccessfully, that a special purpose company incorporated in the Cayman Islands should be regarded as a single economic unit with the holding company, so as to eliminate ‘double dip’ as well as double dividend. Held: There would be obvious unfairness to other creditors if both a principal creditor and a surety were … Continue reading In re Polly Peck International plc: ChD 1996
There was nothing in the 1862 Act or in any other Act requiring the memorandum of a company to contain any reference to the rights of shareholders in the capital of the company inter se, and so: ‘The division of the capital into shares of a certain fixed amount which must appear in the memorandum … Continue reading British and American Trustee and Finance Corporation v Couper: HL 1894
The powers given under the sections should not be used oppressively. Citations: (1890) 45 Ch D 87 Statutes: Companies Act 1862 115 117 Cited by: Cited – Official Receiver v Wadge Rapps and Hunt (a firm) and another and two other actions HL 31-Jul-2003 (Orse In re Pantmaenog Timber Co Ltd)The Receiver sought to use … Continue reading Re North Australian Territory Co: 1890
An application was presented to the Court by the provisional liquidator of a limited company to restrain a debenture holder from obtaining decree for the amount contained in his debenture bond. Held that the debenture holder was entitled to have decree, the liquidator not being prepared to find security for any damages the creditor might … Continue reading Syme v Benhar Coal Co: SCS 12 Dec 1878
A mutual steamboat insurance company passed a special resolution altering one of its articles of association by inserting a regulation that it should be a condition of any insurance effected by the company on any vessel that the assured should keep one-fifth of the value of such vessel uninsured. The resolution was confirmed on the … Continue reading Muirhead v The Forth and North Sea Steamboat Mutual Insurance Association: HL 17 Nov 1893
A company was being voluntarily wound up when one of their creditors poinded the company’s goods for a debt due for expenses in an action of interdict. The liquidators and a majority of three-fourths of the company’s creditors then entered into an arrangement under the above-mentioned sections of the statute, with a view to restraining … Continue reading Clark and Others (Liquidators of West Calder Oil Co) v Wilson and Others: SCS 7 Jun 1878
The company had altered its articles so as to give itself a lien on paid up shares in respect of the failure of the shareholder to pay calls on other shares which had not been fully paid up. The effect of the amendment was to alter the contractual rights of the shareholder. Held: The amendment … Continue reading Allan v Gold Reefs of West Africa Ltd: CA 19 Feb 1900
The defendants (E) were liable to F after a serious offshore accident, but sought a contribution from a third party (A), the main charterers, seeking to rely on section 3(2) o the 1940 Act saying that ‘if sued they might have been liable’. The court was asked to interpret the section, saying whether this answer … Continue reading Farstad Supply As v Enviroco Ltd: SC 5 May 2010
Investors subscribed for shares in telegraph companies which they vested in trustees to manage the investment on certain terms. A question arose whether this arrangement contravened section 4 of the 1862 Act which prohibited the formation of an . .
Section 35 of the Companies Act of 1862 provides that ‘If the name of any person is without sufficient cause entered in or omitted from the register of any company under this Act . . the person or member aggrieved, or any member of the company, or . .
An Act of Parliament authorised a company to construct a railway. Two other companies combined and contracted with the first to supply rolling stock. An injunction was brought to try to restrain this, saying that such a contract was not explicitly . .
A company created under the Act is not created a corporation with inherent common law rights. The memorandum was the company’s charter which could not be departed from save so far as permitted by s12. A contract made by the directors upon a matter . .
The words ‘just and equitable that the company should be wound up’ in the 5th rule of the 79th section of ‘The Companies Act, 1862, are to be considered ejusdem generis with the four prior rules. Citations: [1866] EngR 120, (1866) 35 Beav 399, (1866) 55 ER 950 Links: Commonlii Jurisdiction: England and Wales Company … Continue reading In Re The Anglo-Greek Steam Navigation And Trading Company, Limited: 8 Mar 1866
Alteration of the articles of association of a company between an application for shares and their allotment, held not to invalidate the allotment, such alteration being made under the authority of the Companies Act, 1862, and the objects of the company not being thereby altered. Citations: [1866] EngR 147, (1866) 35 Beav 646, (1866) 55 … Continue reading Re The English, and Co, Rolling Stock Company Lyon’s Case: 2 May 1866
The company had been given permission to cancel a share premium account. Changes in circumstances brought the matter back for reconsideration. Judges: The Lord Chief Justice Of England, Lord Justice Otton And Lord Justice Robert Walker Citations: [1999] EWCA Civ 1732, [1999] 2 BCLC 591, [2000] BCC 455, [1999] EWCA Civ 1732, [2000] BCC 455, … Continue reading Winpar Holdings Ltd v Ransomes Plc: CA 1 Jul 1999
A logo had been created for the claimants, by an independent sub-contractor. They sought assignment of their legal title, but, knowing of the claimant’s interest the copyright was assigned to a third party out of the jurisdiction. The claimant sought an order for its transfer, and an order was so made. Before it was perfected … Continue reading R Griggs Group Ltd and others v Evans and others (No 2): ChD 12 May 2004
The parties disputed land in India. A French couple, had married in France in community of property. So according to the French marriage contract the wife was supposed to be entitled to one half of the husband’s after-acquired property. The husband left the wife, went to India, and bigamously married a lady who became his … Continue reading Deschamps v Miller: 1908
Public Company – Winding-up – List of Contributories – Purchase by Directors as Trustees on behalf of Company – Trafficking in SharesThe memorandum of association of a company limited under the Companies Act of 1862 provided that no transfer of any shares either upon a sale or in consequence of the bankruptcy of any shareholder … Continue reading Cree (Liquidator of The Bonnington Sugar Refining Co, Ltd) v Somervail and Others (Thomson’s Trustees): HL 20 Jun 1879
Mr Sharp was the local land registrar with statutory duty to maintain the local registry, issuing certificates in response to search requests. A clerk who had been seconded by another Council to assist him negligently issued an inaccurate certificate to a prospective purchaser of land, omitting any reference to a claim to reimbursement of compensation … Continue reading Ministry of Housing and Local Government v Sharp: CA 1970
The defendant sought to set aside an order for possession under a mortgage. Held: Where a case was strong enough on its face in terms of conduct and terms, unconscionable conduct could be inferred if there was no explanation offered to displace that inference. Judges: Ward LJ, Millett LJ Citations: [2000] Lloyd’s LR 19, [2000] … Continue reading Portman Building Society v Dusangh and Others: CA 19 Apr 2000
The liquidator obtained an order requiring a creditor who had attached assets in India to return them to the company in liquidation.Sir W M James LJ said: ‘The winding-up is necessarily confined to this country. It is not immaterial to observe, that there could now be no possibility, having regard to the decision of the … Continue reading In Re Oriental Inland Steam Company ex parte Scinde Railway Company: CA 1874
The articles of association said that general meetings were to be held once a year and that at the ordinary meeting in 1906, all directors should retire from office. . Articles 62, 101, 104 and 106 of the articles of association of the company provided: ’62. General meetings shall be held once in every year, … Continue reading Re Consolidated Nickel Mines Ltd: ChD 1914
By article 8 of an agreement between the North Eastern and North British Railway Companies, scheduled to and incorporated with ‘the North Eastern and Carlisle Amalgamation Act 1862,’ it is provided:-‘For the purpose of maintaining and working in full efficiency in every respect the East Coast route by way of Berwick for all traffic between … Continue reading The North British Railway Co v The North Eastern Railway Co: HL 17 Dec 1896
An official liquidator, who had been appointed by the Court to wind up a company incorporated under the Companies Acts 1862 and 1867, applied under section 91 of the Act of 1862 for leave to resign. It was stated that there was nothing to recover from the bankrupt estate, and the application was concurred in … Continue reading Petition – Jamieson (Official Liquidator of The Garbel Haematite Co Ltd): SCS 19 Jul 1877
The plaintiff firm of solicitors sought to recover money which had been stolen from them by a partner, and then gambled away with the defendant. He had purchased their gaming chips, and the plaintiff argued that these, being gambling debts, were worthless, and that therefore no consideration had been given. Held: The casino’s defence succeeded. … Continue reading Lipkin Gorman (a Firm) v Karpnale Ltd: HL 6 Jun 1991
Where offices had been let to a company which was ordered to be wound up by the Court, a distress was subsequently put in for rent by the lessors, under which the office furniture was seized. Held: as possession of the offices had not, in the opinion of the Court, been retained for the purpose … Continue reading In re Progress Assurance Co Ex parte Liverpool Exchange Co: CA 1870
Common Law – Public Nuisance – Extent The House considered the elements of the common law offence of public nuisance. One defendant faced accusations of having sent racially offensive materials to individuals. The second was accused of sending an envelope including salt to a friend as a joke. The envelope had leaked causing a terrorist … Continue reading Regina v Rimmington; Regina v Goldstein: HL 21 Jul 2005
The parties agreed in principle for the sale of land with potential development value. Considerable sums were spent, and permission achieved, but the owner then sought to renegotiate the deal. Held: The appeal succeeded in part. The finding that Mrs Lisle-Mainwaring’s behaviour in repudiating, and seeking an improvement on, the core financial terms of the … Continue reading Yeoman’s Row Management Ltd and Another v Cobbe: HL 30 Jul 2008
The bank had entered into a master trading agreement with a trader under which the trader bought motor vehicles as agent for the bank for resale. The vehicles belonged to the bank. The defendant bought all the trader’s vehicles. The defendant now . .
