Case summaries

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Lexi Holdings plc v Ruqman [2009] EWCA Civ 117

Lexi Holdings, a bridging finance company, had £59.6 million misappropriated by its managing director Shaid Luqman. The Court of Appeal held that his sisters Monuza and Zaurian, as directors, were liable for losses caused by their total inactivity, as they failed to inform fellow directors of Shaid's criminal convictions and...

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Kleanthous v Paphitis [2011] EWHC 2287 (Ch)

A minority shareholder sought permission to continue a derivative claim against directors for allegedly diverting a business opportunity (La Senza acquisition) to a company owned by the majority shareholder. Permission was refused as the court found the claim lacked sufficient merit, independent committees opposed it, and alternative unfair prejudice remedies...

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Keeping Kids Co, Re [2021] EWHC 175 (Ch)

The Official Receiver sought disqualification orders against eight former directors and the CEO of Kids Company, a children's charity that collapsed in 2015. The single allegation was that they operated an unsustainable business model. The court dismissed all claims, finding the trustees acted honestly and within a reasonable range of...

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Johnson v Gore Wood & Co (No 1) [2002] 2 AC 1

Mr Johnson, who conducted business through his company Westway Homes Limited, sued solicitors Gore Wood & Co. for professional negligence, claiming personal losses arising from their negligent handling of a property option. The House of Lords held his personal action was not an abuse of process despite the company having...

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It’s a Wrap (UK) Ltd v Gula [2006] EWCA Civ 544

A company in liquidation sought to recover unlawful dividends paid to director-shareholders when there were no profits available for distribution. The Court of Appeal held that shareholders are liable under section 277(1) Companies Act 1985 if they knew the facts constituting the contravention, regardless of whether they knew the legal...

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In Plus Group Ltd v Pyke [2002] EWCA Civ 370

Mr Pyke, a director excluded from company management after suffering a stroke, set up a competing business with his former company's main customer. The Court of Appeal held he did not breach fiduciary duty because his exclusion from all company affairs meant his directorship was nominal, eliminating any conflict of...

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Iesini v Westrip Holdings Ltd [2009] EWHC 2526 (Ch)

Shareholders sought permission to continue a derivative claim against directors alleging breach of duty in accepting rescission of share sale agreements and failing to assert beneficial ownership of mining licences. The court refused permission for most claims but adjourned consideration of the trust claim, directing the board to reconsider its...

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Hydrodam (Corby) Ltd, Re [1994] BCC 390

The Court of Appeal consolidated six appeals concerning wasted costs orders against legal representatives. The court provided comprehensive guidance on when solicitors and barristers may be ordered to pay costs personally due to improper, unreasonable or negligent conduct under section 51 of the Supreme Court Act 1981. Facts Six appeals...

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Knight v Knight (1840) 49 ER 58

Context and significance The case is the classic authority on: Lord Langdale MR states the now-famous rule that where you try to derive a trust from precatory language, there must be: Modern textbooks repackage this as: certainty of intention, certainty of subject matter, and certainty of objects. On the facts,...

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Keech v Sandford [1726] EWHC Ch J76

A trustee held a lease of market profits for an infant beneficiary. When the lessor refused to renew for the infant, the trustee obtained the lease himself. The court held he must assign it to the infant and account for profits, establishing the strict 'no profit' rule for fiduciaries. Facts...

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R v G and R [2003] UKHL 50

Two boys aged 11 and 12 set fire to newspapers in a shop yard, causing £1m damage when the fire spread unexpectedly. They were convicted of arson under the Criminal Damage Act 1971 based on objective recklessness. The House of Lords overruled R v Caldwell, restoring subjective recklessness requiring actual...

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R (Miller) v Prime Minister [2019] UKSC 41

The Prime Minister advised the Queen to prorogue Parliament for five weeks during the critical Brexit period. The Supreme Court unanimously held this advice was unlawful as it frustrated Parliament's constitutional functions without reasonable justification. The prorogation was declared null and of no effect. Facts In August 2019, Prime Minister...

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Hawk Insurance Co Ltd, Re [2001] EWCA Civ 241

An insolvent insurance company in provisional liquidation sought court sanction for a scheme of arrangement with its creditors. The High Court refused, holding separate class meetings were required due to differential dividend weightings. The Court of Appeal allowed the appeal, finding all creditors could consult together with a view to...

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Graham v Every [2014] EWCA Civ 191

Mr Graham, a shareholder in Below Zero London Ltd (an ice bar company), petitioned for relief from unfair prejudice under section 994 of the Companies Act 2006 after being excluded from management. The Court of Appeal allowed his appeal regarding struck-out allegations about shareholder understandings and non-compliant share purchases, holding...

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Grace v Biagioli [2005] EWCA Civ 1222

Mr Grace, a 25% shareholder in Telpro UK, petitioned under s.459 Companies Act 1985 after being denied his declared dividend and removed as director. The Court of Appeal held the non-payment was unfairly prejudicial and ordered the respondents to purchase his shares, reversing the trial judge's limited remedy. Facts Mr...

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Google LLC v Lloyd [2021] UKSC 50

Mr Lloyd sought to bring a representative action against Google for alleged breaches of the Data Protection Act 1998, claiming Google secretly tracked iPhone users' internet activity via the 'Safari workaround' and used data commercially without consent. The Supreme Court held that compensation under the DPA 1998 requires proof of...