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Cases Company, Partnerships & LLPs

In The Matter Of Frontsouth (Witham) Ltd (In Administration) (2011)

Judgment Date: 30 Jun 2011

The Insolvency Rules 1986 r.7.55 could not be used to cure a fundamental defect in the appointment of administrators such as a failure to obtain the consents required by statute for the extension of the appointment.

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Harris v Jones (2011)

Judgment Date: 14 Jun 2011

John Dagnall appeared for William Harris (“Harris”) who set up a joint-venture with Richard Jones (“Jones”) called Zetnet Limited (“Zetnet”) each holding one share (50% each). Harris transferred his one share to Jones who executed an express declaration of trust in favour of Harris and a stock-transfer form back to Harris. In 2007 Jones and others effected a series of transactions without informing Harris by which they lent £70,000 to Zetnet and reconstructed the shareholding with Harris’ share supposedly amounting to 0.1% of the total, Jones having 40% and others having 59.9%. In 2008 the entire shareholding was sold for a net £252,000. Jones asserted that Harris was left with 0.1% i.e. £252 (it having turned out that a rebate on the purchase price, had in fact been funded by solicitors). Harris asserted breach of trust and company unfair prejudice.

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Sheermohamed & ano v S A Nabi and Sons Ltd v Sheermohamed (2011)

Judgment Date: 23 May 2011

Christopher R. Parker QC succeeds before the Caribbean Court of Justice in Trinidad in overturning two decisions of the Guyana Court of Appeal as to the validity of a directors’ resolution and a contrary resolution of a shareholders’ meeting.

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Nigel Alliance, Cringle Corporation Ltd v Yousef Tishbi, Realty Estates Ltd (2011)

Judgment Date: 20 Apr 2011

It was clear from the words and context of a consent order that the effect of the compromise was that the parties were to keep the money that they had already been paid and drop any claims against each other.

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Bellway Homes Ltd v Beazer Homes Ltd (2011)

Judgment Date: 20 Jan 2011

Where the two members of a joint venture residential development company had agreed upon a final allocation of a parcel of land in the belief that a planning application for development of the land would be granted, there was no scope for re-opening the agreed allocation when planning permission was partly refused, thereby causing an imbalance in the respective values of the land. There was no contractual mechanism for any future readjustment and the parties had intended their agreement to be final.

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Progress Property Co Ltd v Moorgrath Group Ltd (2010)

Judgment Date: 08 Dec 2010

When considering whether a transaction constituted an unlawful distribution of capital by a company, the proper approach was to inquire into the true purpose and substance of the impugned transaction and to conduct a realistic assessment of all the relevant facts, not simply an isolated retrospective valuation exercise.

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Royal Bank of Scotland v Hicks & Ors (2010)

Judgment Date: 13 Oct 2010

The court granted a mandatory injunction requiring the re-constitution of a board of directors to a composition which preceded the execution of a special resolution by the company's controlling shareholders. The special resolution was an attempt, by those shareholders, to regain a controlling interest in the company which they had divested as part of a corporate refinancing arrangement with a creditor bank

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In The Matter OF EAP Securities Ltd v Adams Securities Ltd & Ors (2010)

Judgment Date: 01 Oct 2010

The court considered allegations that the affairs of a company had been conducted in a manner that was unfairly prejudicial to the interests of its shareholders generally and particularly to a minority shareholder, and found that it could not be said that they were without substance or had no real prospect of success and so it was appropriate for those matters to proceed to trial.

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Roger Marsh v (1) Simon Marsh (2) Time Critical International Ltd (2010)

Judgment Date: 25 Jun 2010

The evidence did not support a father's claim that he had been in partnership with his son in a courier business.

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Wirecard Bank AG v Allen Thomas Scott (2010)

Judgment Date: 10 Mar 2010

The director, company secretary and an employee of a company which sold tickets for sporting events were liable for the torts of conspiracy to defraud by unlawful means and deceit where the company failed to deliver a single ticket it had sold for the 2008 Olympics. No one at the company had intended to acquire any tickets and the individuals in question had falsely represented that the tickets would be supplied by the event's main sponsors.

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Dineshkumar Shah v Chandrakant Shah (2010)

Judgment Date: 24 Feb 2010

Where a family company was a quasi-partnership with characteristics which, on principles of equity, engaged obligations that were common to partnership relations, it had been unjust or unfair to exclude a member from participation in its management without an offer to buy the minority shareholder's shares or make some other fair arrangement.

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Ahmed v Way2wine Ltd (2010)

Judgment Date: 21 Jan 2010

A master was entitled to refuse an application by a director, who had allegedly breached his fiduciary duties and dishonestly and knowingly caused excise duty points to occur resulting in a company suffering loss and damage, to join the liquidator of the company and the Revenue and Customs Commissioners as third parties on the basis of an allegation of a conspiracy against the director, as the facts did not support such an allegation.

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Progress Property Co Ltd v Moorgarth Group Ltd (2009)

Judgment Date: 26 Jun 2009

There had been no knowledge or intention that the sale of shares by one company to another had been below their market value and no reason to doubt the genuineness of the transaction as a commercial sale, even though the sale price had been calculated on the basis of a misunderstanding by all concerned, the share sale had been genuine, lawful and intra vires, even if it was at an undervalue.

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In the matter of Neath Rugby Ltd v Neath-Swansea Ospreys Ltd & Ors (2009)

Judgment Date: 02 Apr 2009

The fact that a director of a company had been nominated to that office by a shareholder did not, of itself, impose any duty on the director owed to his shareholder.

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Choudhary v Bhattar (2009)

Judgment Date: 11 Feb 2009

Regulation 44/2001 provided a basis of jurisdiction regardless of domicile in proceedings concerning the constitution or internal management of a company; injunctive relief was granted to maintain the status quo pending a final hearing where directors claimed that they had been removed and shares forfeited in contravention of the company's rules.

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Company, Partnerships & LLPs

Secretary of State for Business, Enterprise & Regulatory Reform v Amway (UK) Ltd (2009)

Judgment Date: 29 Jan 2009

The judge had carried out the necessary balancing exercise when refusing a petition under the Insolvency Act 1986 s.124A to wind up a company on public interest grounds. Having regard to a new business model formulated by the company and undertakings offered as to its conduct, the judge's decision had been justified.

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Secretary of State for Business Enterprise & Regulatory Reform v Sullman & Poole (2008)

Judgment Date: 19 Dec 2008

A company director of a claims management service involved in selling various insurance products to claimants was disqualified under the Company Directors Disqualification Act 1986 s.8 following his misconduct and misrepresentation in selling the products and in the flotation of the company on the stock market.

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Revenue & Customs Commissioners v Alan Blackburn Sports Ltd (2008)

Judgment Date: 18 Dec 2008

In the circumstances an issue of shares to a director by a company did not qualify for Enterprise Investment Scheme relief because the issue of shares was caught by the value received rules in the Taxation of Chargeable Gains Act 1992 Sch.5B para.13 as a result of the director not subscribing wholly in cash for the shares. However, two subsequent issues of shares qualified for Enterprise Investment Scheme relief.

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