The defendant company appealed in part against a finding of unfair conduct of the company as against a minority shareholder, saying the court had been wrong to treat a payment of management charges as unfairly prejudicial. Though nothing had been done to support the charges, the defendant said that the claimant must have consented in advance, and were made for tax purposes.
Held: The argument was impossible and failed: ‘All that can be deduced from Mr Wilson’s past conduct is that when he and Mr Shaw were both involved in the management of the Jaymarke companies and, as the sheriff found, a relationship of quasi-partnership existed between them, and when the practice was for one company actually to incur costs for the benefit in varying degrees of the others, he did not think that the allocation of management charges was unfair. It cannot be taken as an agreement that after their relationship had broken down Mr Shaw should be entitled, whether in respect of past or future years, to deal with the assets of Estates as if they were his own.’ The right of parties to appeal to the House from the Inner House of the Court of Session without leave was not shared by courts in England and should not be abused.
Judges:
Lord Hoffmann, Lord Hope of Craighead, Lord Rodger of Earlsferry, Lord Walker of Gestingthorpe, Lord Carswell
Citations:
[2007] UKHL 29, Times 28-Jun-2007, [2007] SC (HL) 135, [2007] SCLR 712
Links:
Statutes:
Companies Act 1985 459, Court of Session Act 1988 40(1)(a)
Jurisdiction:
Scotland
Citing:
Appeal from – Alan Baxter Wilson v Jaymarke Estates Limited James Shaw OHCS 25-Nov-2005
. .
Lists of cited by and citing cases may be incomplete.
Company, Litigation Practice
Updated: 11 July 2022; Ref: scu.253517
