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Cases Company, Partnerships & LLPs

Fanmailuk.com Ltd v Robert Cooper & 5 ORS (2008)

Judgment Date: 17 Dec 2008

A company was entitled to a declaration that it was the beneficial owner of the four issued shares in a second company where it had established that it had been the intention of all of the parties involved that those shares were to be held on a resulting trust for it.

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Lambert v MCM Select Foods Ltd (2008)

Judgment Date: 27 Nov 2008

The court interpreted a clause in a shareholders' agreement on the basis that the inclusion of words of obligation in a transfer of shares provision did not, on their own, oblige shareholders to purchase the shares of shareholders who were no longer employed by the relevant company.

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Progress Property Co Ltd v Cornus Moore (2008)

Judgment Date: 15 Oct 2008

A company director had not been in breach of his fiduciary duty or his duty of skill and care in procuring the sale of shares in a group company and approving the price where he had intended the transaction to be at market value and the shareholders of the vendor company had assented to the transaction.

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Secretary of State for Business, Enterprise & Regulatory Reform v Amway (UK) Ltd (2008)

Judgment Date: 14 May 2008

Where a company which the secretary of state sought to wind up in the public interest had revised its business model and gave undertakings as to its future conduct a winding-up order was disproportionate.

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Secretary of State for Business Enterprise and Regulatory Reform v Aaron (2008)

Judgment Date: 22 Apr 2008

The defendants were all directors of a company which operated as an independent financial adviser. The company was regulated by the Personal Investment Authority until the end of November 2001 and thereafter by the Financial Services Authority (FSA). In June 2003, the FSA commenced an investigation into the activities of the company. Five complaints were upheld, and the company later went into creditors' voluntary liquidation, with an estimated deficiency of some £13m.

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Gate of India (Tynemouth Ltd) v Abdul Malik & Ors (2008)

Judgment Date: 27 Feb 2008

A company director had failed to comply with an agreement made with the other director and his actions were both contrary to that agreement and contrary to good faith and were thereby unfairly prejudicial to the interests of a shareholder.

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Frederick Geraint Hawkes v (1) Michael Cuddy (2007)

Judgment Date: 13 Dec 2007

The implementation of an offer by the respondent was the appropriate way of resolving a petition asserting unfairly prejudicial conduct on his part.

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Frederick Geraint Hawkes v Simone Francesca Cuddy (2007)

Judgment Date: 17 Oct 2007

A judge's declaration that a breach of the Insolvency Act 1986 s.216 had occurred was premature and could pre-empt consideration of that allegation being an abuse of process at trial.

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Frederick Geraint Hawkes v (1) Simone Francesca Cuddy (2) Michael Cuddy (3) Neath Rugby Ltd (2007)

Judgment Date: 23 Jul 2007

The jurisdiction existed to grant declaratory relief on a petition under the Companies Act 1985 s.459 in relation to a contravention of the Insolvency Act 1986 s.216. Such a declaration would be made where there was no reasonable prospect of an individual being able to deny that he had been in contravention of s.216 of the 1986 Act by having been directly or indirectly concerned and taken part in the management of a company of which his wife was a director, using her name as a means of concealing that he had been a de facto director.

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James Daniel Lewis Greville v Marnie Louise Venables (2007)

Judgment Date: 19 Jul 2007

An inference of an implied agreement to form a partnership might be legitimate if the parties had not addressed in express terms what the basis of their business should be, but if they had discussed the subject expressly and had not reached agreement because one party declined the other's proposal of partnership, then such an inference would contradict the express dealings and discussions between the parties.

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Eastaway v Secretary of State for Trade & Industry (2007)

Judgment Date: 10 May 2007

A ruling by the European Court of Human Rights that the length of director disqualification proceedings had violated the reasonable time provision in the European Convention on Human Rights 1950 Art.6 did not entitle a director to have his disqualification proceedings dismissed and a disqualification undertaking that he had given set aside.

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UK (Aid) Ltd v Martin Damian Andrew Mitchell (2007)

Judgment Date: 08 May 2007

It was appropriate to grant summary judgment against two former directors of a company in creditors' voluntary liquidation as they had no defence to a claim that they had misappropriated the company's monies for their own gain.

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Smithkline Beecham PLC & 11 ORS v Greg Avery (2007)

Judgment Date: 24 Apr 2007

A group of companies that had provided sufficient evidence that their employees faced a serious threat of harassment from animal rights protestors was entitled to a continuation of an injunction that controlled the location, timing and frequency of the protestors' demonstrations. The companies could not enforce the injunction against unnamed protestors without first identifying those protestors and obtaining the court's permission under CPR r.19.6(4)(b).

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Prudential Assurance Co Ltd v David Monroe Ayres & Christopher Grew (2007)

Judgment Date: 03 Apr 2007

The effect of a supplemental deed between a landlord and a partnership, as the assignee of an underlease, was to restrict the assignee's liability for rent to the partnership assets to the exclusion of the personal assets of individual partners and in the case of default to limit any recovery by the landlord against the tenant and any previous tenant in the same way. Although not a party to the deed a previous tenant could take advantage of the limitation on liability by virtue of the Contracts (Rights of Third Parties) Act 1999 s.1(1)(b).

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Re Vintage Hallmark PLC; Secretary of State for Trade & Industry v Grove

Judgment Date: 15 Nov 2006

Two directors of a company were disqualified for the maximum period of 15 years where they had procured that company to purchase assets and liabilities of a partnership knowing, or being recklessly indifferent or grossly negligent to the fact, that it was effectively worthless.

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Airey v Cordell (2006)

Judgment Date: 24 Aug 2006

The appropriate test for permission to bring a derivative claim was the view of a hypothetical and independent board of directors, and a court had not to assert its own view but merely be satisfied that such a board could take the decision that the minority shareholder applying for permission to proceed would like it to take.

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Secretary of State for Trade & Industry v Hall & Nuttall (2006)

Judgment Date: 28 Jul 2006

An individual through his control of a corporate director could constitute himself a de facto director of a subsidiary company; whether he did so would depend on what he procured the corporate director to do.

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Re Mea Corporation Ltd; Secretary of State for Trade & Industry v Aviss

Judgment Date: 20 Jul 2006

Where the defendants had exercised control over three companies in an area of corporate affairs as critical as the application of trading income and the payment of trade creditors, they had been directors or shadow directors, and their conduct in trading to the detriment of creditors and failing to respect the fundamental principle that each company had a separate legal personality made them unfit to be concerned in the management of a company.

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Ghassemian v Secretary of State for Trade and Industry (2006)

Judgment Date: 29 Jun 2006

In seeking an order that the appellant should be disqualified from acting as a company director, the secretary of state had been entitled to rely on his failure to cooperate with the Financial Services Authority and the Official Receiver.

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