A summary of some business law cases of general interest:

  • Re CF Booth Limited - the Companies Court held that a policy of not paying dividends out to shareholders, despite the relevant company being in a financial position to do so, coupled with the high levels of remuneration paid to Directors, was unfair prejudice under the Companies Act.
  • Astor Management case - the High Court considered the extent of an obligation to use 'all reasonable endeavours' to obtain a senior debt facility.
  • St Paul’s Mews case - the High Court held that where Articles of Association provided for weighted voting rights for shareholders in relation to voting on resolutions in general meetings, if the relevant Article did not specifically extend this to written resolutions then this could not be implied, and a written resolution would be considered on a different basis to that for a poll. (Even though this case did turn to a large degree on its particular facts, this seems a very surprising result.)
  • Inter Export case - the High Court reaffirmed the established principle that where directors of a company made fraudulent misrepresentations in relation to that company which they intended other parties to rely on, they could be personally liable as a result (in this case the director was held to be liable for over US$1 million of sunflower oil).
  • BTI 2014 LLC - the High Court considered the extent to which dividends which were otherwise lawful under the Companies Act could be subject to challenge under the Insolvency Act 1986, and confirmed amongst other things that dividends could be considered to be transactions at an undervalue for the purposes of that legislation.
  • MWB Business Exchange - the Court of Appeal found that a clause in a contract which purported to prevent the variation of the contract orally, requiring that all variations had to be signed and in writing, could in fact be varied orally.

If you think any of the above issues apply to your business, please contact one of our specialists or visit one our business services pages for further information.