Cases: Company Law

Re Duomatic [1969] 2 Ch 365

Facts: The case of Re Duomatic is an example of how s 1157 operates in practice. The articles of Duomatic Ltd prescribed that director’s remuneration had to be approved by the members. Mr Elvins was a director of the company and held the majority of the ordinary shares. Directors received salaries every year without prior…

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Re Produce Marketing Consortium Ltd [1989] 5 BCC 569

Facts: One of the directors admitted knowing in February 1987 that the liquidation of the company was inevitable. He put forward, as justification for its continuing to trade until October of that year, that it enabled an advantageous realisation of the company’s stock of perishable fruit in cold store. Held: Knox J – directors were…

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Re Ciro Citterio plc [2002] 1 BCLC 672; 2 All ER 717

Facts: A consensual loan by a company to a director which breached s 330 of the CA 1985 did not give rise to a constructive trust. Such a transaction was voidable and valid until it was avoided. Principle: A loan to a director would not inevitably amount to a misapplication of company funds and would…

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Guiness plc v Saunders [1989] UKHL 2

Facts: The chief executive officer of the company, Mr Saunders, encouraged some of his director colleagues or CEO colleagues in other companies, to engage in purchases of the company shares in order to push up the price of the shares on the market. This was because the takeover bid was made and it would have…

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Fairline Shipping Co v Adamson [1975] QB 180

Facts: The director of G&M Products who encouraged the storage contract for perishable foods knew prior to the contract that the company was in financial difficulties and not expected to recover. The claimant company stored goods in a refrigerated store who belonged to the managing director of a company. The claimant company received a letter…

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