MSIL's liquidators sued former directors and Mrs Kohn over payments made by the London subsidiary of Bernard Madoff's business. The court dismissed all claims, finding directors acted honestly and reasonably, payments were funded by BLMIS making them cash neutral, and Mrs Kohn was not dishonest in receiving payments for legitimate...
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...
Majority shareholders holding 75% of shares petitioned under s.459 Companies Act 1985 to compel minority shareholder to sell his 25% stake after his dismissal as employee and director. The Court of Appeal held that s.459 is designed to protect minorities from abuse by those in control, not to enable majority...
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...
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...
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...
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...
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...
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...
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...
Property owners granted leases of unoccupied commercial properties to shell companies (SPVs) solely to avoid business rates liability. The SPVs were then dissolved or placed in liquidation. The Supreme Court held that the rating legislation should be interpreted purposively, meaning the SPVs did not become 'owners' for rates purposes as...
Mr Barton, a leaseholder and member of a management company, requested to inspect the register of members to contact fellow members about removing directors and the managing agent. The company sought a direction not to comply. The Court of Appeal held the request was for a proper purpose, as challenging...
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,...
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...
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...
During World War II, a landlord agreed to reduce rent on flats that became difficult to let. After the war ended, the landlord sought to recover full rent. The court held that the promise to accept reduced rent was binding during the war period, establishing the doctrine of promissory estoppel...
Anisminic Ltd claimed compensation for their Egyptian mining property sequestrated during the Suez crisis. The Foreign Compensation Commission rejected their claim. The House of Lords held that the 'ouster clause' protecting the Commission's determinations from court challenge did not protect decisions made in excess of jurisdiction, establishing that tribunals cannot...
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...
Following the 2016 EU referendum, the Government sought to trigger Article 50 TEU using prerogative powers. The Supreme Court held 8-3 that an Act of Parliament was required before ministers could notify withdrawal from the EU, as the 1972 Act created domestic legal rights that could not be removed by...
Liquidators of HLC Environmental Projects Ltd sought relief against its principal director, Mr Carvalho, for misfeasance under s.212 Insolvency Act 1986. The director had caused the insolvent company to make substantial payments to a Portuguese parent company, to himself personally, to a bank, and to a third party, without proper...
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...
Richard Harris, disqualified as a director for persistently failing to submit VAT returns at Digital Docs Limited, sought leave under s.17 of the Company Directors Disqualification Act 1986 to act as director of three companies. The court granted conditional leave for one company but refused leave for two others due...
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...
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...
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...