February 18, 2026
Mr Lau and Mr Chu were equal shareholders in OSL, a BVI quasi-partnership company. Following complete breakdown of trust and deadlock, Mr Lau sought winding up on just and equitable grounds. The Privy Council restored the winding-up order, holding the Court of Appeal wrongly interfered with the trial judge's findings....
February 18, 2026
SWP Group acquired shares in DRCH, with DRC (a subsidiary) paying fees to accountants D&T for due diligence work. SWP claimed these payments constituted unlawful financial assistance under s.151 Companies Act 1985. The Court of Appeal allowed the appeal, holding the payments were financial assistance 'for the purpose of' the...
February 18, 2026
Mr Arbuthnott, a minority shareholder in a private equity company, challenged the compulsory acquisition of his shares at £1,500 per share by majority shareholders via a special purpose vehicle. He claimed unfair prejudice under section 994 of the Companies Act 2006. The Court of Appeal dismissed his appeal, holding that...
February 18, 2026
Mr Chandler contracted asbestosis from exposure to asbestos dust while employed by Cape Products Ltd, a subsidiary of Cape plc. The subsidiary was dissolved and uninsured. The Court of Appeal upheld the finding that Cape plc owed a direct duty of care to its subsidiary's employees based on assumption of...
February 18, 2026
Minority shareholders petitioned under s.459 Companies Act alleging unfair prejudice when the company allowed a third party to invest in a subsidiary rather than the company. The court ordered disclosure of legal advice documents, holding that legal professional privilege does not protect documents created for company administration purposes in shareholder...
February 18, 2026
Dr Knight, a minority shareholder in family companies, sought access to share registers to contact fellow shareholders about historic allegations of director misconduct. The Court of Appeal upheld the Registrar's no-access order, finding his purpose improper as the stale allegations could not benefit shareholders. This case clarified the 'proper purpose'...
February 18, 2026
Mr Burnell invested £250,000 in Trans-Tag Ltd, expecting shares in return under an agreement with Mr Aird. When shares were not issued, he sought repayment. The company counterclaimed for breach of directors' duties after Mr Burnell acquired the company's licensor. The court allowed partial recovery for both parties. Facts Trans-Tag...
February 18, 2026
Mr Fox-Davies, operating a business tracing lost shareholders, requested a copy of Burberry's register of members to contact lost shareholders and charge commission for reconnecting them with their shares. The Court of Appeal upheld the refusal, finding the request failed to comply with statutory requirements and was not made for...
February 18, 2026
A liquidator brought claims against former directors for breach of fiduciary duty regarding a distribution in specie and grant of security. The court held that directors' liability for unlawful dividends is fault-based, not strict. The claims were dismissed as the distribution was lawful, interim accounts complied with statutory requirements, and...
February 18, 2026
BTI claimed directors of AWA breached their duty to creditors by paying a dividend to parent company Sequana, reducing assets available to meet contingent indemnity liabilities. The Court of Appeal upheld the section 423 claim against Sequana for defrauding creditors but dismissed the breach of duty claim, finding the creditors'...
February 18, 2026
The Privy Council determined whether a charge over uncollected book debts, where the company could freely collect debts and use proceeds in ordinary business, constituted a fixed or floating charge. The Board held it was a floating charge, overruling In re New Bullas Trading Ltd, establishing that company control over...
February 18, 2026
BIG sought to enforce an oral agreement requiring transfer of shares to a joint venture company (SS Plc). The defendant argued BIG's claim was barred by the reflective loss rule in Prudential. The Court of Appeal held section 4 of the Contracts (Rights of Third Parties) Act 1999 preserved BIG's...
February 18, 2026
The Claimant alleged the Defendant, who managed their business operations, breached duties as a de facto director by extending unauthorised credit to G-Force, which subsequently went into administration causing a £481,727 loss. The Court found the Defendant was not a de facto director, had no binding instruction prohibiting credit extension,...
February 18, 2026
Bilta’s liquidators sued its former directors and their co-conspirators for losses caused by a VAT carousel fraud. The directors had breached their fiduciary duties by causing Bilta to participate in fraudulent transactions. The Supreme Court held that the illegality defence was not available to the defendants because attributing the directors’...
February 16, 2026
Directors of a family company purchased property adjacent to company premises for their personal benefit without disclosing the opportunity to their co-directors. The Court of Appeal held they breached their fiduciary duty as there was a real sensible possibility of conflict between their personal interests and their duty to the...
February 16, 2026
This case concerned complex credit swap transactions involving Lehman Brothers entities and Australian investors. The Supreme Court examined whether contractual provisions altering security priorities upon insolvency violated the anti-deprivation rule. The Court upheld the validity of commercially sensible 'flip' clauses, establishing that bona fide commercial transactions entered in good faith...
February 16, 2026
Former directors of Queens Moat Houses plc appealed against orders making them liable for unlawful dividends paid based on accounts that did not give a true and fair view. The Court of Appeal dismissed their appeal and allowed the company's cross-appeal, holding directors accountable for dividends paid on dishonestly prepared...
February 16, 2026
Mr Reid, a Hong Kong prosecutor, accepted bribes and invested them in New Zealand properties. The Privy Council held that a fiduciary who accepts bribes holds them on constructive trust for the principal, overruling Lister v Stubbs. The principal can claim any increase in value of the bribe property. Facts...
February 16, 2026
Dispute over whether directors appointed by a special shareholder holding a specified proportion of shares should vacate office when that shareholding threshold was no longer met. The Privy Council held that such a term should be implied into the articles of association, establishing the authoritative test for implied terms in...
February 16, 2026
Lithuanian chicken catchers brought claims against their employer company and its directors for systematic exploitation including underpayment below agricultural minimum wage, unlawful deductions for employment fees and accommodation, and failure to pay holiday pay. The court granted summary judgment for claimants and held directors personally liable for inducing breaches of...
February 16, 2026
Appeal against court sanction of a restructuring plan under Part 26A Companies Act 2006. The Court of Appeal held that the judge erred in sanctioning the plan as it departed without justification from the pari passu principle that would have applied in insolvency, unfairly placing greater risk of non-payment on...
February 16, 2026
A railway company's director, Thomas Blaikie, contracted on behalf of the company with his own firm for iron chairs. The House of Lords held that directors cannot enter contracts with companies they serve, as fiduciary duties prohibit conflicts between personal interest and duty to the company. Facts Thomas Blaikie was...
February 16, 2026
Claimants sought a declaration that their professional negligence claim against an architect was settled by agreement reached through mediation. The court held that a binding settlement was concluded when the claimants accepted the defendant's offer via the mediator, despite the defendant's argument that negotiations were 'subject to contract' and required...
February 16, 2026
Swiss authorities intercepted a telephone call Mr Amann received from the Soviet embassy and created a card labelling him a 'contact with the Russian embassy', storing it in the federal security index. The Court found violations of Article 8 as Swiss law lacked sufficient clarity regarding surveillance scope and data...
February 16, 2026
A British/Kuwaiti national alleged torture by Kuwaiti state agents and sought civil damages in English courts. The UK courts granted Kuwait state immunity under the State Immunity Act 1978. The European Court of Human Rights held that granting state immunity did not violate Article 6 § 1, as international law...
May 3, 2026
National Case Law Archive
May 3, 2026
National Case Law Archive
May 3, 2026
National Case Law Archive