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Aberdeen Rly Co V Blaikie Bros
''Aberdeen Railway Co v Blaikie Brothers'' (1854is a UK company law case. It concerns the fiduciary duty of loyalty, and in particular, the duty not to engage in self-dealing. It laid down a basic rule that if a director had an interest in a corporate transaction, the transaction is voidable at the company's will, and it is the duty of directors to avoid any possibility of a conflict of interest. This case preceded the Companies Act 2006 section 177, that requires that if directors are interested in a proposed transaction, they should merely declare that interest to the board, and section 239 which stipulates that in approving any transaction the interested director may not vote. Facts Blaikie Bros had a contract with Aberdeen Railway to make iron chairs at £8.50 a ton. They sued to enforce the contract. Aberdeen Railway argued they were not bound because at the time, the Chairman of their board of directors, Sir Thomas Blaikie, was the Managing Director of Blaikie Bros. Th ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Judicial Functions Of The House Of Lords
Whilst the House of Lords of the United Kingdom is the upper chamber of Parliament and has government ministers, it for many centuries had a judicial function. It functioned as a court of first instance for the trials of peers, for Impeachment in the United Kingdom, impeachments, and as a court of last resort in the United Kingdom and prior, the Kingdom of Great Britain and the Kingdom of England. Appeals were technically not to the House of Lords, but rather to the King-in-Parliament. In 1876, the Appellate Jurisdiction Act devolved the appellate functions of the House to an Appellate Committee, composed of Lords of Appeal in Ordinary (informally referred to as Law Lords). They were then appointed by the Lord Chancellor in the same manner as other judges. During the 20th and early 21st century, the judicial functions were gradually removed. Its final trial of a peer was in 1935, and in 1948, the use of special courts for such trials was abolished. The procedure of impeachment b ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
John King, Baron King Of Wartnaby
John Leonard King, Baron King of Wartnaby (29 August 1917 – 12 July 2005) was a British businessman, who was noted for leading British Airways from an inefficient, nationalised company to one of the most successful airlines of recent times. This success was a flagship of Margaret Thatcher's privatisation programme. He was also directly involved with the " dirty tricks" campaign waged by British Airways against Virgin Atlantic. Early life and career King was born in Brentford, Middlesex. His father, Albert John King, had fought in the First World War, and later worked as a postman; his Irish-born mother, Kathleen King, worked as a seamstress. He was the second of four children. He was reared on a small property attached to a public house in Dunsfold, Surrey. He left school in 1929 at the age of 12 without qualifications and started work in a local factory which produced vacuum cleaners, where his work included machining clamping stays, earning him the nickname "Clamping St ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
CMS Dolphin Ltd V Simonet
''CMS Dolphin Ltd v Simonet'' 001EWHC Ch 415is a UK company law case concerning directors' duties. Facts Mr Simonet resigned from his position as managing director of CMS Dolphin Ltd (a small advertising company on Charing Cross Road) and he set up a new company. CMS's staff followed and so did the major clients. CMS sued Mr Simonet for the profits he made, alleging that he had breached his duty of loyalty to the company. Mr Simonet contended that he owed no duty because he had left the company. Judgment Lawrence Collins J held that Mr Simonet resigned without giving proper notice, and so he was in breach of contract. He had made no proper disclosure and had misused confidential information. The maturing business opportunities were the company's property, ‘where he knowingly had a conflict of interest, and exploited it by resigning from the company’. Resignation was not a fiduciary power in itself, and no obligations continued after the end of the relationship. See also ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Gencor ACP Ltd V Dalby
''Gencor ACP Ltd v Dalby'' 000EWHC 1560 (Ch)is a UK company law case concerning piercing the corporate veil. Facts Mr Dalby was a director of the ACP group of companies, including Gencor ACP Ltd. He dishonestly diverted assets and opportunities to his British Virgin Islands company. Gencor ACP sought to force him and his company to repay the money. He also paid his son £24,000 a year for work, even though the son was still in school. Judgment Rimer J held that Mr Dalby and the offshore company must return the benefits. Mr Dalby could only have escaped liability if he had obtained the consent of ACP's shareholders for his actions. Both Mr Dalby and his Virgin Islands company were liable to account to ACP for the diverted money and lifting the corporate veil on the Virgin Islands company was appropriate since it was directly controlled by Mr Dalby and in reality functioned as his offshore bank account. The payment to Mr Dalby's son was invalid because it was an unauthorised sala ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Island Export Finance Ltd V Umunna
An island (or isle) is an isolated piece of habitat that is surrounded by a dramatically different habitat, such as water. Very small islands such as emergent land features on atolls can be called islets, skerries, cays or keys. An island in a river or a lake island may be called an eyot or ait, and a small island off the coast may be called a holm. Sedimentary islands in the Ganges delta are called chars. A grouping of geographically or geologically related islands, such as the Philippines, is referred to as an archipelago. There are two main types of islands in the sea: continental and oceanic. There are also artificial islands, which are man-made. Etymology The word ''island'' derives from Middle English ''iland'', from Old English ''igland'' (from ''ig'' or ''ieg'', similarly meaning 'island' when used independently, and -land carrying its contemporary meaning; cf. Dutch ''eiland'' ("island"), German ''Eiland'' ("small island")). However, the spelling of the word ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Industrial Development Consultants Ltd V Cooley
''Industrial Development Consultants Ltd v Cooley'' 9721 WLR 443 is a UK company law case on the corporate opportunities doctrine, and the duty of loyalty from the law of trusts. It is also applicable for fiduciary duty of an agent under agency law which states that an agent has a fiduciary relationship with his principal. This is a position which is similar to that of a trustee. Facts Mr Cooley was an architect employed as managing director of Industrial Development Consultants Ltd., part of IDC Group Ltd. The Eastern Gas Board had a lucrative project pending, to design a depot in Letchworth Letchworth Garden City, commonly known as Letchworth, is a town in the North Hertfordshire district of Hertfordshire, England. It is noted for being the first garden city. The population at the time of the 2011 census was 33,249. Letchworth .... Mr. Cooley was told that the gas board did not want to contract with a firm, but directly with him. Mr. Cooley then told the board of IDC G ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Regal (Hastings) Ltd V Gulliver
, is a leading case in UK company law regarding the rule against directors and officers from taking personal advantage of a corporate opportunity in violation of their duty of loyalty to the company. The Court held that a director is in breach of his duties if he takes advantage of an opportunity that the corporation would otherwise be interested in but was unable to take advantage. However the breach could have been resolved by ratification by the shareholders, which those involved neglected to do. Facts Regal owned a cinema in Hastings. They took out leases on two more, through a new subsidiary, to make the whole lot an attractive sale package. However, the landlord first wanted them to give personal guarantees. They did not want to do that. Instead the landlord said they could up share capital to £5,000. Regal itself put in £2,000, but could not afford more (though it could have got a loan). Four directors each put in £500, the Chairman, Mr Gulliver, got outside subscriber ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Cook V Deeks
''Cook v Deeks'' 916UKPC 10is a Canadian company law case, relevant also for UK company law, concerning the illegitimate diversion of a corporate opportunity. It was decided by the Judicial Committee of the Privy Council, at that time the court of last resort within the British Empire, on appeal from the Appellate Division of the Supreme Court of Ontario, Canada. Because decisions of the Judicial Committee have persuasive value in the United Kingdom, even when decided under the law of another member of the Commonwealth, 016UKSC 44, para. 12. this decision has been followed in the United Kingdom ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Companies Act 1985
The Companies Act 1985 (c. 6) is an Act of the Parliament of the United Kingdom of Great Britain and Northern Ireland, enacted in 1985, which enabled companies to be formed by registration, and set out the responsibilities of companies, their directors and secretaries. It has largely been superseded by the Companies Act 2006. The Act was a consolidation of various other pieces of company legislation, and was one component of the rules governing companies in England and Wales and in Scotland. A company will also be governed by its own memorandum and articles of association. Table A, which lays out default articles of association, was not included in the body of the Act, as it had been in all previous Companies Acts. Instead, it was introduced by statutory instrument - the Companies (Tables A to F) Regulations 1985. The Act applied only to companies incorporated under it, or under earlier Companies Acts. Sole traders, partnerships, limited liability partnerships etc. were ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Boulting V ACTAT
''Boulting v Association of Cinematograph, Television and Allied Technicians'' 9632 QB 606 is a UK labour law and UK company law case from the Court of Appeal. It covers the issue of what it means to act in the best interests of the company, relevant under section 172 of the Companies Act 2006. Facts Two managing directors of a film company, John and Roy Boulting, applied for a declaration that while they were performing 'management functions' (e.g. producing and directing) they were not eligible for membership of the Association of Cinematograph, Television and Allied Technicians, a trade union (the ACTAT). Until 1950 they had been union members, but then they tore up their cards and paid no further subscriptions. In 1959 the union claimed that they needed to pay up to date for their membership fees, and said they must be members of the union. At this time, like many unions, there was a closed shop agreement. Rule 7 of the union's rules said that "The association shall consist o ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Lord Fullerton
John Fullerton, Lord Fullerton, (16 December 1775 – 3 December 1853) was a Scottish law lord. Early life He was born in Edinburgh on 16 December 1775 one of twelve children and second son to William Fullerton Esq of Carstairs and his wife Isabella. He was raised in a large house on Nicolson Street in Edinburgh's Southside. His elder sister Elizabeth married William Fullerton Elphinstone a Director of the East India Company. He attended the High School in Edinburgh and then studied law at Edinburgh University, qualifying as an advocate on 17 February 1798. In 1816 he was elected a Fellow of the Royal Society of Edinburgh. His proposers were John Playfair, Thomas Thomson, Sir David Brewster and John Gordon. He became a Senator of the College of Justice (law lord) on 17 February 1829, and adopted the title Lord Fullerton, succeeding John Clerk, Lord Eldin. He then lived at 27 Melville Street in a newly built townhouse in Edinburgh's fashionable west end. In the Disruption ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
