February 20, 2026
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...
February 20, 2026
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...
February 20, 2026
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...
February 20, 2026
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...
February 20, 2026
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...
February 20, 2026
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...
February 19, 2026
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,...
February 19, 2026
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...
February 19, 2026
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...
February 19, 2026
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...
February 19, 2026
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...
February 19, 2026
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...
February 19, 2026
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...
February 19, 2026
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...
February 19, 2026
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...
February 19, 2026
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...
February 19, 2026
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...
February 19, 2026
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...
February 19, 2026
A Swedish company sought unfair prejudice relief under Jersey company law regarding mismanagement of a joint venture company. The Privy Council held that such relief is not barred merely because the company is insolvent and relief would benefit the applicant only as creditor, not shareholder, where loans were made pursuant...
February 19, 2026
Franbar Holdings Ltd, a 25% shareholder in Medicentres, sought permission to continue a derivative claim against directors Patel and du Plessis for alleged breaches of duty including diversion of business opportunities. The court refused permission, finding Franbar had adequate alternative remedies through its existing unfair prejudice petition and shareholders' action....
February 19, 2026
Mr Bryant resigned as director after being effectively forced out by his co-director Mr Foster. During his notice period, a major client offered Mr Bryant future work through his own company. The Court of Appeal held there was no breach of fiduciary duty as his resignation was innocent, he did...
February 19, 2026
UPMS, a member of an LLP which wholly owned Fort Gilkicker Ltd, sought permission to bring a double derivative action against a director who allegedly misappropriated a business opportunity. The court held that multiple derivative actions survived the Companies Act 2006 and granted permission to continue the claim. Facts Universal...
February 19, 2026
Folgate agreed to indemnify Milbank under a settlement agreement containing a clause releasing Folgate from payment if Milbank became insolvent before payment was due. When Milbank entered administration, Chaucer (as assignee) challenged the clause. The Court of Appeal held clause 11 void as infringing the anti-deprivation principle. Facts Following a...
February 19, 2026
A company director prepared and submitted competitive bids for contracts through a rival company whilst still a director. The Court of Appeal held that his breaches of fiduciary duty were fraudulent within s.21(1)(a) Limitation Act 1980, meaning no limitation period applied. Directors are Class 1 fiduciaries and trustees for limitation...
February 19, 2026
A company director was alleged to have failed to declare his interest in a management agreement between his company and a firm he partnered. The Court of Appeal held that sufficient disclosure had been made at board meetings where the conflict of interest was expressly acknowledged, and the appeal was...
July 5, 2026
National Case Law Archive
July 1, 2026
National Case Law Archive
July 1, 2026
National Case Law Archive