Company - 1998

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This page lists 50 cases, and was prepared on 28 October 2012.

In re Braemar Investments [1998] BCLC 556
1998 ChD Hoffmann J	Company	Casemap 1 Cites

Demite Ltd -v- Protec Health Ltd [1998] BCC 639
1998 ChD Park J	Insolvency, Company	Casemap 1 Citers
	A sale by a receiver potentially fell within the scope of section 320. The receivers were the agents of the company and their act was the company's act. The section expressly excluded from its scoe an arrangement made in the course of a winding up (other than a members' voluntary winding up). In the light of this express exclusion there was no scope for an implied exclusion applicable to a sale by a receiver. A debenture holder could exercise his own power of sale, in which case the sale would be made by him in his own right, and not through the medium of a receiver.
	Companies Act 1985 320

In re Vocam Europe Ltd [1998] BCC 396
1998	Company	Casemap 1 Citers
	The applicant was entitled to stay an application for a winding up of the company where it had been agreed that such a dispute would be referred to arbitration. The claimant had argued that a stay should not be given because an arbitrator would not have the same powers available to him.

Facia Footwear Ltd -v- Hinchliffe [1998] BCLC 218
1998	Company	Casemap 1 Citers
	A director owes duties to the company's creditors.

Re Tech Textiles Ltd [1998] 1 BCLC 256
1998	Company	Casemap 1 Cites

Secretary of State for Trade and Industry -v- Anderson and Another
13 Jan 1998 ChD	Company
	An Inspector's side letter to his report to the Secretary of State about a recommendation not to disqualify was admissible in disqualification proceedings.
	Company Directors Disqualification Act 1986

Zygmund A Lozinski -v- Teresa Ross [1998] EWCA Civ 27
15 Jan 1998 CA Lord Justice Brooke	Company, Legal Aid
	The defendant sought a stay of execution. There had been a partnership between the parties resulting in protracted litigation. As a result of costs orders already made there could be no financial benefit to the defendant in pursuing her case, and her legal aid had been withdrawn. Held: The defendant had already failed to comply with unless orders, and her action had no prospect of success. Stay refused.
	Link[s] omitted

X -v- United Kingdom 28530/95; [1998] ECHR 117; (1998) 25 EHRR CD88; 25 EHRR CD88
19 Jan 1998 ECHR	Human Rights, Company, Insurance	Casemap 1 Citers
	The complainant said that the system under which he had been declared unfit to be involved in the management of an insurance company was unfair.
	European Convention on Human Rights
	[ Bailii ]

Regina -v- Secretary of State for Trade and Industry ex parte David Austin Mccormick [1998] EWCA Civ 165
5 Feb 1998 CA	Company	Casemap 1 Cites 1 Citers
	Link[s] omitted

Regina -v- Secretary of State for Trade and Industry Ex Parte Mccormick
10 Feb 1998 CA	Company, Human Rights	Casemap 1 Cites 1 Citers
	Statements made under compulsion could be used in disqualification proceedings at discretion of the Secretary of State.
	Company Directors Disqualification Act 1985

John Magee -v- P Grace (Male) & Kirkham (Married Woman) (Sued on Behalf of Themselves & All Other Members of Committee of Ansdell Institute & Social Club As at 9Th December 1996 and All Those Serving on Said Committee Since That Date Except John Magee (Ma [1998] EWCA Civ 196
10 Feb 1998 CA	Company
	Link[s] omitted

In Re Oriental Gas Company Ltd
26 Feb 1998 ChD	Company
	In a petition for unfair prejudice in relation to company activities, an application for dismissal for want of authority may not be struck out for delay.
	Companies Act 1986 459

Trident International Limited -v- Christopher John Barlow [1998] 2 BCLC 164
27 Feb 1998 ChD Eben Hamilton QC	Company, Insolvency	Casemap 1 Citers
	Insolvency Act 1986 11(3)(c)

Village Cay Marina Limited -v- John Acland and others [1998] UKPC 11
4 Mar 1998 PC Lord Lloyd of Berwick, Lord Nolan, Lord Hoffmann, Lord Hope of Craighead, Sir Andrew Leggatt	Commonwealth, Landlord and Tenant, Company
	(British Virgin Islands)
	[ Bailii ]

Scandecor Development Ab -v- Scandecor Marketing Ltd and Another [1998] FSR 500
9 Mar 1998 ChD	Intellectual Property, Company	Casemap 1 Citers
	A company with same name as a registered trademark could trade under that name provided the use was honest and otherwise within the section.
	Trade Marks Act 1994 11(2)(a)

In Re Hamlet International Plc; In Re Jeffrey Rogers (Imports) Ltd
13 Mar 1998 ChD	Company
	A contractual lien for the unpaid price of goods was not a charge on the company's assets and so become void for non-registration. It was a valid lien.
	Insolvency Act 1986 11(3)(a)

In Re Philip Powis Ltd
18 Mar 1998 CA	Company
	The court may revive a dissolved company to allow a claim for personal injuries if the claimant, though out of time, had prospects of extending the limitation period.
	Companies Act 1985 651

Peter Edward Marshall -v- Stephen Bullock [1998] EWCA Civ 561
27 Mar 1998 CA	Company
	Link[s] omitted

Oxnard Financing SA -v- Dr Christian Rahn; Hans-Jakob Biedermann; Martin Haab-Biedermann and Frank Bodmer [1998] EWCA Civ 594
1 Apr 1998 CA	Jurisdiction, Company
	Where defendants were members of a partnership in Swiss law capable of being sued in firm name, an English plaintiff may sue in firm or member names as he chose, and even though had no business operation within the jurisdiction.
	Link[s] omitted

Abdul Aziz Sawadi -v- Martin Mathew Patrick Dundon; Anne Higgins; Catherine Long and Manorpark Builders Limited [1998] EWCA Civ 598
2 Apr 1998 CA	Company
	Application for leave to appeal out of time.
	Link[s] omitted

Hughes and Another -v- Beckett and others [1998] EWCA Civ 642
6 Apr 1998 CA	Insurance, Company
	Five non-executive directors of a failed insurance company sought leave to appeal refusal of a strike out of a claim made against them personally by the liquidator.
	Link[s] omitted

Don King Productions Inc -v- Warren and Others [2000] Ch 291
13 Apr 1998 ChD	Company, Equity	Casemap 1 Cites 1 Citers
	Where partnership terms required benefit of all contracts to be assigned to the partnership, this included unassignable personal contracts which were to be held in trust for partnership, unless stated otherwise.

Frederick Thomas Brennan -v- Brighton Borough Council [1998] EWCA Civ 689
23 Apr 1998 CA	Company, Torts - Other	1 Cites
	[ Bailii ]

Williams and Another -v- Natural Life Health Foods Ltd and Another [1998] UKHL 17; [1998] 1 WLR 830; [1998] BCC 428; (1998) 17 Tr LR 152; [1998] 1 BCLC 689; [1998] 2 All ER 577
30 Apr 1998 HL Lord Goff of Chieveley, Lord Steyn, Lord Hoffmann, Lord Clyde, Lord Hutton	Company, Negligence	Casemap 1 Cites 1 Citers
	A company director was not personally reliable in negligence for bad advice given by him as director unless it could clearly be shown that he had willingly accepted such personal responsibility. A special relationship involving an assumption of personal liability must be established before a company director can become liable for negligent misstatement under the Hedley Byrne principles. Lord Steyn: "The touchstone of liability is not the state of mind of the defendant. An objective test means that the primary focus must be on things said and done by the defendant or on his behalf. Obviously the impact of what a defendant says or does must be judged in the light of the relevant contextual scene. Subject to this qualification the primary focus must be on exchanges (in which term I include statements and conduct) which cross the line between the defendant and the plaintiff." As to whether he was liable as a joint tortfeasor: "In any event, the argument is unsustainable. A moment's reflection will show that, if the argument were to be accepted in the present case, it would expose directors, officers and employees of companies carrying on business as providers of services to a plethora of new tort claims. The fallacy in the argument is clear. In the present case liability of the company is dependent on a special relationship with the plaintiffs giving rise to an assumption of responsibility. Mr Mistlin was a stranger to that particular relationship. He cannot therefore be liable as a joint tortfeasor with the company. If he is to be held liable to the plaintiffs, it could only be on the basis of a special relationship between himself and the plaintiffs. There was none. I would therefore reject this alternative argument."
	Link[s] omitted

Duckwari Plc -v- Offerventure Ltd and Another: In Re Duckwari Plc (no 2) [1998] EWCA Civ 803; [1999] Ch 253; [1998] 2 BCLC 315
8 May 1998 CA Nourse, Pill, Thorpe LJJ	Company, Contract	Casemap 1 Cites
	A company director entering into an unapproved contract with his own company was liable to the company for the loss as at the time that loss was realised, not at the time of the breach. Where directors had entered into contracts with their company in contravention of the Act, the damages were to be assessed at the date necessary to make sure that shareholders were properly compensated. The transactions to which section 320 applies are not limited to arrangements purporting to have contractual effect, and included understandings having no contractual effect. Nourse LJ said that the application of section 727 should not be restricted unless it is necessary to do so.
	Companies Act 1985 320 322(3) 727
	Link[s] omitted

Charles Donald Leedham Collins -v- G Lane, C Cornish and Worcester Norton Sports Club Limited [1998] EWCA Civ 816
12 May 1998 CA	Natural Justice, Company
	Link[s] omitted

Harrods Limited -v- Harrods (Buenos Aires) Ltd and Harrods (South America) Ltd [1998] EWCA Civ 874
21 May 1998 CA Nourse, Potter, Mummery LJJ	Intellectual Property, Company	1 Cites
	Link[s] omitted

Standard Chartered Bank -v- Pakistan National Shipping Corporation and Others (No 3) [1999] 1 Lloyds Rep 747
27 May 1998 ComC Toulson J	Company, Damages	Casemap 1 Cites 1 Citers
	A company making a false statement on a bill of lading would be held liable for the tort of deceit when it knew that the bill must be relied upon by bankers and others making arrangements on its contents. A claimant "cannot recover for a loss avoidable by reasonable action on his own part because, if he could reasonably have avoided it, it will not be regarded as caused by the wrongdoer". ComC Presentation of documents under confirmed letter of credit - WCP 1983 Revision – Ante-dated and false bills of lading – Deceit – Causation - Mitigation.

In Re Double S Printers Ltd (In Liquidation)
2 Jun 1998 QBD	Company
	A debenture holder could only create a fixed charge over a company's book debts if he had effective right of control over the conduct of the business and the collection of its debts.

Secretary of State for Trade and Industry -v- Ronald Allwyn Baker; James Edward Ridley Bax; Geoffrey Harry Broadhurst; Anthony John Gamby; Anthony John David Hawes; Ian William Hopkins; George Angus Maclean; Peter Michael Russell Norris; Andrew Marmaduke [1998] EWCA Civ 943
9 Jun 1998 CA	Company
	Company Directors Disqualification Act 1986
	Link[s] omitted

in Re Atlantic Computers PLC Unreported, 15/06/1998
15 Jun 1998 ChD Timothy Lloyd J	Company	1 Citers
	Timothy Lloyd J summarised the authorities on the standard of misbehaviour to be shown to found disqualification of a company director and said: " In order to disqualify a respondent the court has to be satisfied that he or she "has fallen below the standards of probity and competence appropriate for persons fit to be directors of companies" . . This is a minimum standard . . It is also appropriate to recall that the purpose of the legislation is to improve the standard of conduct of company directors . . The point of a disqualification order is, by depriving the respondent of the liberty to take part in the management of a business carried on with the privilege of limited liability, to protect the public both from misconduct of a business by that director and also by a deterrent effect in relation to other company directors. . A consistent theme in the cases under the Act is that, while the Court must consider the extent of a respondent's responsibility . . a director cannot avoid his responsibility by leaving the management to another or others."

Re RAC Motoring Services Ltd [2000] 1 BCLC 307
8 Jul 1998 ChD Neuberger J	Company	Casemap 1 Citers
	The court approved a scheme of arrangement allowing the RAC to sell off its roadside car resue service and to amend its constitution to allow distribution of the assets to members of the company. The effect of the scheme was that the members ceased to be members of RACL. A new company named RAC Acquisitions became the sole member of RACL. RAC Acquisitions itself became a subsidiary of RAC Holdings Limited ( RACH). One share of £1 each in RACH was allotted to each person who was a member of RACL at the close of business on 8 July 1998. That share was later divided into 2 shares of 50p each. In addition, each of those former members of RACL became a member of New Club Company Limited, to which the entire share capital of a company called Club Acquisition Company Limited (CACL) was transferred. CACL had, while it was a subsidiary of RACL, acquired all the assets of RACL. The New Club Company, which became and remains the ultimate proprietor of the Club, was later re-named "The Royal Automobile Club Limited." RACL was re-named "RAC Limited" and was subsequently re-registered as an unlimited company with a share capital, whereupon its name became "RAC."
	Companies Act 1985 485

In re Market Wizard Systems (UK) Ltd [1998] EWHC 1209 (Comm)
14 Jul 1998 ComC Carnwath J	Company, Insolvency
	The Secretary of State sought the winding up of the company on public interest grounds.
	Link[s] omitted

In Re Legal Costs Negotiators Ltd
15 Jul 1998 ChD	Company
	S450 proceedings should not be used where the fault had already been remedied but arose usually out of an abuse in some way of the powers in a company's constitution.
	Companies Act 1985 459

Dubai Aluminium Company Ltd -v- Salaam and Others [1998] EWHC 1204 (Comm); [1999] 1 Lloyd's Rep 415
17 Jul 1998 QBD Rix J	Vicarious Liability, Company, Legal Professions, Torts - Other	Casemap 1 Citers
	A partner is vicariously liable for the acts of his partner in equity as well as in tort. Where a partner acted as accessory to a breach of trust he acted as a constructive trustee. Settlement of action on this basis was enforceable in later claim.
	Partnership Act 1890 10
	Link[s] omitted

Watson and Another -v- Dutton Forshaw Motor Group Ltd and others [1998] EWCA Civ 1270
22 Jul 1998 CA	Company, Commercial	Casemap 1 Citers
	Link[s] omitted

Fabrizio Conti -v- Ueberseebank A G [1998] ScotCS 17
2 Oct 1998 OHCS Lord Osborne	Company, Scotland	Casemap 1 Cites 1 Citers
	(Scotland) A company director and shareholder who had agreed with board's decision to apply for company to be wound up could not later apply to set aside that application on the grounds that he was a person 'aggrieved' by that decision.
	Companies Act 1985 853
	Link[s] omitted

In Re A Company (No 003689 of 1998)
7 Oct 1998 ChD	Company
	Where an ex parte application is made to dismiss a statutory demand clearly wrongly issued the parties should usually expect the judge to order and fix costs on the hearing of the application.

In the Matter of Bayoil SA and In the Matter of Insolvency Act 1986 Seawind Tankers Corporation -v- Bayoil SA [1999] 1 WLR 147; [1998] EWCA Civ 1364
12 Oct 1998 CA Nourse LJ	Company, Insolvency	Casemap 1 Citers
	Although a company admitted a debt, it was nevertheless right to set aside a petition for winding up under that debt, where the company had an unquantified but greater counterclaim within the same proceedings, even if that claim could not presently be pursued.
	Link[s] omitted

Wylie -v- Corrigan and Ansari [1998] ScotCS 24; (1999) SC 97
13 Oct 1998 SCS Lord Coulsfield	Scotland, Company	1 Citers
	The question was whether accounts which had been produced by the continuing partners, but which had been prepared not by them but by an auditor, were ones which they themselves could refer to arbitration or which, having been produced by them, were binding on them. Held. A court will be reluctant to find, as a matter of implication, that an outgoing partner has been deprived of his right to object to the contents of accounts prepared after he has left the partnership.
	Link[s] omitted

Simons -v- Redhill and Reigate Golf Club [1998] EWCA Civ 1583
21 Oct 1998 CA	Company
	Link[s] omitted

Leakey -v- Jarrett [1998] EWCA Civ 1694
5 Nov 1998 CA	Company, Insolvency, Litigation Practice
	Link[s] omitted

Joyce -v- Morrissey and Others
16 Nov 1998 CA	Company
	Members of a partnership wishing to change the basis of allocation of share of profits, can only do so effectively in an explicit manner. An apportionment shown as changed in the partnership accounts alone was insufficient to achieve this.

Duckwari Plc -v- Offerventure Ltd and Brian Stanley Cooper; In Re Duckwari Plc (No 2) [1998] EWCA Civ 1795; [1999] Ch 268
19 Nov 1998 CA	Company	Casemap 1 Cites 1 Citers
	The company made a claim to recover the borrowing costs incurred to buy property in breach of s320 (no shareholder approval). The acquisition of the property had been unprofitable, and the company was held to be entitled to recover from the defendant directors the loss resulting form the acquisition. Held: The indemnity given to a company by its directors in respect of the purchase of property from a director, did not extend beyond the losses actually suffered to the borrowing costs of the acquisition.
	Companies Act 1985 320 322
	Link[s] omitted

Don King Productions Inc -v- Frank John Warren; Christopher Nigel Roberts; Centurion Promotions Limited (Formerly Sports Network Limited); Sports Network Usa, Inc; Time Warner Entertainment Company, Lp and Sport International, Inc [1998] EWCA Civ 1794; [2000] Ch 291
19 Nov 1998 CA Morritt LJ	Company, Contract	Casemap 1 Citers
	Contracts between the members of a firm and third parties, and which were subject to the partnership contract, but which were expressed to be personal and incapable of assignment, were still held on trust for the partnership, and renewals made before a winding up of the partnership were also held in trust. The benefit of a non-assignable contract may be "property" for the purposes of the Partnership Act 1890.
	Partnership Act 1890
	[ Bailii ]

In Re Barings Plc, Secretary of State for Trade and Industry -v- Baker (No 5) [1999] 1 BCLC 433
25 Nov 1998 ChD Jonathan Parker J	Company	Casemap 1 Citers
	A person disqualified from acting as a company director might exceptionally be given permission to act as non-executive director in named companies where this appeared necessary and the cause of the original disqualification was unrelated. As to the duties of directors, Jonathan Parker J said: "(i) Directors have, both collectively and individually, a continuing duty to acquire and maintain a sufficient knowledge and understanding of the company's business to enable them properly to discharge their duties as directors. (ii) Whilst directors are entitled (subject to the articles of association of the company) to delegate particular functions to those below them in the management chain, and to trust their competence and integrity to a reasonable extent, the exercise of the power of delegation does not absolve a director from the duty to supervise the discharge of the delegated functions. (iii) No rule of universal application can be formulated as to the duty referred to in (ii) above. The extent of the duty, and the question whether it has been discharged, must depend on the facts of each particular case, including the director's role in the management of the company." and "In considering the question of unfitness, the respondent's conduct must be evaluated in context- 'taken in its setting' . . It follows . . that the court will assess the competence or otherwise of the respondent in the context of and by reference to the role in the management of the company which was in fact assigned to him or which he in fact assumed, and by reference to his duties and responsibilities in that role. Thus the existence and extent of any particular duty will depend upon how the particular business is organised and upon what part in the management of that business the respondent could reasonably be expected play (see Bishopsgate Investment Management Ltd (in liq) v. Maxwell (No 2) [1993] BCLC 1282 at 1285 per Hoffmann LJ) . . Thus while the requisite standard of competence does not vary according to the nature of the company's business or to the respondent's role in the management of that business- and in that sense it may be said that there is a 'universal standard- that standard must be applied to the facts of each particular case. Hence to say that the Act envisages a 'universal' standard of competence applicable in all circumstances takes the matter little further since it says nothing about whether the requisite standard has been met in any particular case. What can be said is that the court, whilst taking full account of the demands made upon a respondent by his management role, will recognise incompetence in whatever circumstances and at whatever level of management it occurs, from the chairman of the board down to the most junior director." and: "In my judgment it can be no defence to a charge of unfitness based on incompetence for a respondent to contend that even if he was grossly incompetent in discharging the management role in fact assigned to him, or which he in fact assumed, nevertheless he has not been shown to be unfit to be concerned in the management of any company, since it is possible to conceive of a management role (whether in the company or companies in question or in some other company altogether-real or imagined) which he could have performed competently-what I might call the 'lowest common denominator' approach. In the context of an issue as to unfitness it is neither here nor there whether a respondent could have performed some other management role competently. That is not the test of 'unfitness' for the purposes of s 6 (although of course it may be a relevant factor in the context of an application for leave under s. 17 of the Act . .). Under s. 6 the court is concerned only with the conduct in respect of which complaint is made, set in the context of the respondent's actual management role in the company. If in his conduct in that role the respondent was guilty of incompetence to the requisite degree, then a finding of unfitness will be made and (under s 6) a disqualification order must follow . ."
	Company Directors Disqualification Act 1986 17

Graham Brown; Edwina Brown -v- Maurice Bennett; Michael Bennett; Cyril Winston Freedman; Vivian John Walter Scott; Peter Anthony Richard Evans; Stephen Kane; David Peter Sarson; Apax Partners and Company Ventures Limited; Apa Ventures Iii; Apa Ventures Ii [1998] EWCA Civ 1881
1 Dec 1998 CA Morritt LJ	Company	Casemap 1 Cites 1 Citers
	Morritt LJ discussed th e'corporate opportunitycases': "Those are cases in which a beneficial commercial opportunity comes the company's way and forms knowledge owned or possessed by the directors as agents for the company. Those directors then seek to use that knowledge or opportunity for themselves and are subsequently held to be constructive trustees of it and of its fruits for the company whence they took it." As to Cook v Deeks: " . . . it seems to me that in cases such as that there is a distribution or a disposal of the property of the company in breach of trust."
	Link[s] omitted

Yorkshire Bank Plc -v- Hall; Hall; Hall and Mann [1998] EWCA Civ 1961; [1999] 1 WLR 1713; [1999] 1 All ER 879
18 Dec 1998 CA Robert Walker LJ	Litigation Practice, Company	Casemap 1 Citers
	The Court of Appeal is not strictly bound by the terms of leave to appeal given, but where the points had been specifically considered a point could only be heard with the leave of the Court of Appeal which had full power to regulate its own proceedings.
	Companies Act 1985 151
	Link[s] omitted

Guinness Peat Group Plc -v- British Land Company Plc and others [1998] EWCA Civ 1956
18 Dec 1998 CA	Company	Casemap 1 Cites
	The claimant, a minority shareholder, had said that the defendant had acted prejudicially in transferring the company's only substantial asset to another company. The respondent said that since the shares had always been of nil value they could not hae been prejudiced. The claimant appealed a strike out of its claim. Held: Such a strike out was unprecedented. The court was in no dount that it should not have been struck out. The valuation was a disputed issue of fact: "Factual disputes (including those involving big property companies and world experts on share values) are normally resolved in an adversarial system by a trial after pleadings, discovery and oral evidence tested by cross examination. " There were two sets of conflicting valuations; either might be correct.
	Companies Act 1985 8459
	Link[s] omitted

Re Landhurst Leasing plc Unreported, 21 December 1998
21 Dec 1998 ChD Hart J	Company	Casemap 1 Cites