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Cases Company, Partnerships & LLPs

BTI 2014 LLC v (1) Sequana SA (2) Antoine Courteault (3) Pierre Martinet (4) Clive Mountford (5) Martin Newell: Bat Industries Plc v (1) Sequana SA (2) Windward Prospects Ltd (2017)

Judgment Date: 10 Feb 2017

The court considered the relief that should be granted to a successful claimant under the Insolvency Act 1986 s.423.

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Richard Campbell v Robert Campbell (2017)

Judgment Date: 26 Jan 2017

The court ordered the rendering of accounts to effect the winding up of a partnership on the basis of an in specie division of the assets. The partnership, which had extended to a number of UK and overseas companies, had broken down, one partner having breached his duty to take reasonable care to protect and preserve the business and its assets for the benefit of the other.

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(1) Koza Ltd (2) Hamdi Akin Ipek v Mustafa Akcil & 5 ors (2016)

Judgment Date: 21 Dec 2016

The High Court determined that it had jurisdiction to hear a claim brought by an English company against its Turkish parent concerning the validity of amendments to its articles of association and of notices served by the parent under the Companies Act 2006 s.303 and s.305. The claim fell within Regulation 1215/2012 art.24 and, by serving a counterclaim that went beyond the claim, the parent had submitted to the jurisdiction of the English court.

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Desmond Gunewardena v Conran Holdings Ltd (2016)

Judgment Date: 22 Nov 2016

If members of a company amended its articles of association by special resolution, but filed an incorrect version of the articles at Companies House, that did not affect the validity of the amended articles. Their status did not depend on registration.

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Oakdene Homes Plc (In liquidation) v Carl Stephen Turpin (2016)

Judgment Date: 03 Nov 2016

The liquidators of a construction company succeeded in their claim against its director for monies outstanding in relation to a subscription of company shares and for the proceeds of sale of a property belonging to the company, which the director had misappropriated.

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Anton David Taylor v Secretary of State for Business, Innovation & Skills (2016)

Judgment Date: 28 Jul 2016

A director who had given a disqualification undertaking and asked the court to exercise its discretion under the Company Directors Disqualification Act 1986 s.8A to reduce the agreed period, or to order that the undertaking should cease to have effect, had to demonstrate special circumstances. Failure to take legal advice when invited to do so and failure to appreciate the consequential effects of the undertaking were not special circumstances.

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BTI 2014 LLC v Sequana SA : BAT Industries v Sequana SA & Windward Prospects Ltd (2016)

Judgment Date: 12 Jul 2016

Where a company had on its balance sheet an estimated provision in respect of a long-term liability, there was no justification for holding that the duty to protect creditors' interests under the Companies Act 2006 s.172 applied for the whole period during which there was a risk that there might be insufficient assets to meet that liability. If that were the case, the directors would have to take account of creditors' rather than shareholders' interests when running a business over an extended period.

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Sandford Farm Properties Ltd v Wharf Land Investments Ltd & Douglas Maggs

Judgment Date: 26 Jun 2015

An order which permitted a liquidator to disclose the product of a private examination of a director under the Insolvency Act 1986 s.236 to the assignee of claims vesting in an insolvent company was varied to permit a second assignee to have disclosure. There was no evidence of any breach of the previous order and the situation could not be distinguished from one where the liquidator had sought to use the information himself.

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Jetivia SA v Bilta (UK) Ltd (In Liquidation) (2015)

Judgment Date: 22 Apr 2015

An illegality defence could not bar a claim brought by the liquidators of a company which had been the vehicle for a VAT fraud, against its former directors and overseas suppliers who were alleged to have been involved in the fraud. The conduct of the directors could not be attributed to the company where there was a claim against the directors for a breach of their duties. Further, the Insolvency Act 1986 s.213had extra-territorial effect.

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David Alastair Bruce v TTA Management Ltd & 8 Ors (2015)

Judgment Date: 01 Apr 2015

A court had erred in granting summary judgment on a former shareholder's claim for fraudulent misrepresentation in the valuation and sale of his shares, as it was open to him to rely upon post-sale transactions to infer that at some earlier point in time, the other shareholders had planned those transactions and therefore had misled the expert valuer.

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Choudhury v Stepney Shahjalal Mosque and Cultural Centre Ltd (2015)

Judgment Date: 12 Feb 2015

Proceedings concerning the trustees of a company limited by guarantee that was a registered charity were charity proceedings under the Charities Act 2011 s.115(2) that required permission from the Charity Commission or the court. The proceedings were stayed and an interim injunction preventing a trustee election was continued pending a decision on permission.

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In the Matter of KR Hardy Estates Ltd v Richard Hardy & Ors (2014)

Judgment Date: 10 Dec 2014

The value at which a minority shareholder's shares in a family-run company were to be bought out under an unfair prejudice petition was to be assessed as at the date of the court order. That date had the advantage of certainty and was the most fair out of several possible valuation dates.

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Frederic Achom & Ors v Thomir Lalic & Ors (2014)

Judgment Date: 10 Jun 2014

A potential co-venturer in a nightclub project had not established his entitlement to a share in the venture by means of an interest arising from his non-financial contribution where there was no evidence of any concluded agreement between himself and the purchasers of the lease, and consequently no evidence of a partnership. Nor had the purchasers given any assurance which was clear enough to found a claim based on proprietary estoppel, which in any case had to be approached with caution in a commercial context.

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Dar Al Arkan Real Estate Development Co & Or v Majid Al-Sayed Bader Hashim Al-Refai & Ors (May 2014)

Judgment Date: 23 May 2014

CPR r.81.4 had extra-territorial effect. A committal application could be made in respect of a foreign company director and served on him outside the jurisdiction, when it was alleged that he was responsible for the contempt of a company that was subject to the jurisdiction of the English court.

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Registrar of Companies v Angela Swarbrick & Ors (2014)

Judgment Date: 13 May 2014

The Registrar of Companies was required to remove from the register a statement of proposals made under the Insolvency Act 1986 Sch.B1 para.49 and to replace them with amended proposals submitted by the company's administrators. Some of the material in the original proposals fell within the ambit of the Insolvency Rules 1986 r.2.33A; it did not matter that the statement had already been sent to the Registrar.

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Pavel Sukhoruchkin & 3 Ors v Marc Giebels Van Bekestein & 6 Ors (2014)

Judgment Date: 31 Mar 2014

A judge had erred in refusing to continue a worldwide freezing injunction and a proprietary injunction on the basis of the application of the no reflective loss principle. The appellants did have a good arguable case that there had been breaches of fiduciary duties owed by co-joint venturers in the payment of funds to third parties.

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Dar Al Arkan Real Estate Development Co v Majid Al-Sayed Bader Hashim Al-Refai & Ors (2014)

Judgment Date: 20 Dec 2013

The court was bound by Choudhary v Bhattar [2009] EWCA Civ 1176, [2010] 2 All E.R. 1031 to hold that it was not permitted to order the service of committal proceedings on a director domiciled in a non-Member State under Regulation 44/2001 art.22(5), notwithstanding contrary decisions of the European Court. However, the court could and should permit service of the committal application on the director in Saudi Arabia under CPR r.6.36 on the grounds that he was a necessary or proper party to contempt proceedings and the English court was the proper forum.

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Closegate Hotel Development (Durham) Ltd & Ors v Joseph McLean (2013)

Judgment Date: 25 Oct 2013

A lender had not been estopped from appointing administrators under its floating charge over a borrower's assets where the borrower had failed to show that the lender had made a clear and unequivocal statement, to be inferred from letters and negotiations, that it would not call in its loan until either it was apparent that the negotiations had terminated, or the lender gave reasonable notice to terminate negotiations. The borrower's directors were not deprived of authority to challenge the administrators' appointment by the Insolvency Act 1986 Sch.B1 para.64.

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