Contract Construction. The Supreme Court allowed an appeal in Scottish proceedings by the Lloyds Banking Group plc in respect of the true construction of a deed entered into between the bank and a charitable foundation under which the bank covenanted to pay the foundation a percentage of its pre-tax profits. It held than an unrealised 'gain on acquisition' fell out of account despite a change in the law. The 'gain on acquisition' was held to be a wholly novel element which was included in the income statement by a change which had been neither foreseen nor foreseeable and which, had it been foreseen when the deeds were executed, would not have been accepted as part of the computation of profit or loss.
Company Shareholders. The second defendant public company sought to re-register as a private limited company. The claimants, who claimed to be minority shareholders of the company but not registered shareholders, brought a claim against the defendants seeking an order for cancellation of the resolution for re-registration as a private company on the ground that they had an economic interest to exercise rights to claim under s98 of the . The defendants applied for summary judgment contending that the claimants had no standing to make the claim. The Chancery Division, in allowing the defendants' application, held that, on its true construction, s 98 of the Act did not apply to the holders of economic interest in shares and did not give unregistered minority shareholders a right to apply to the court for cancellation of a resolution to re-register a public company as a private limited company.
Financial services Financial Services Authority (FSA). The Upper Tribunal (Tax and Chancery Chamber) (the tribunal) directed that the penalty of 8m imposed by the Financial Services Authority on a company, 7722656 Canada Inc (formerly trading as Swift Trade Inc) should remain, in circumstances where the tribunal had found that the allegations of market abuse in breach of of the Financial Services and Markets Act 2000 made against that company had been made out.
Financial services Financial Services Authority (FSA). The Upper Tribunal (Tax and Chancery Chamber) struck out the reference made by a partner or sole principal in a firm in relation to the decision notice issued by the Regulatory Decisions Committee (RDC) of the Financial Services Authority (FSA) refusing to revoke or vary a prohibition order imposed on him by the FSA in respect of serious regulatory failings. The tribunal acceded to the FSA's application to strike out the reference on the ground that the reference had no conceivable prospect of success.
Financial services Financial Services Authority (FSA). The Upper Tribunal (Tax and Chancery Chamber) Financial Services upheld a decision of the respondent Financial Services Authority issuing a decision notice to the effect that the applicant's application for approval under of the Financial Services and Markets Act 2000 would be dismissed on the basis that the applicant was not a fit and proper person due to his dishonesty in a previous investigation and his failure to mention that investigation to the authority on his application form.
Bankruptcy Petition. The Chancery Division, in hearing the bankruptcy petitions of two Irish citizens, held that, despite their move to England, their centre of main interests had been in Ireland at the time that the petitions had been presented. Accordingly, their applications were dismissed.
Estoppel Res judicata. The Secretary of State sought the disqualification of a company director on the grounds of his company's fraudulent evasion of VAT. In response, the director denied knowledge of the company's fraud. The Secretary of State sought to strike out those denials as they were inconsistent with a judgment of the United Kingdom VAT & Duties Tribunal. The Companies Court held that the defendant was not estopped per rem judicatam from denying that he had the requisite knowledge, but the cost to the taxpayer made the re-litigation of the issue manifestly unfair and the re-litigation would bring the administration of justice into disrepute.
Contract Construction. An accountant sought payment of fees under an oral agreement with his client. The parties disputed the terms of the agreement concerning the fees. The Queen's Bench Division, after rejecting the accountant's evidence, found that the client's version was much more commercial. Accordingly, the accountant had been overpaid.
Guarantee Discharge of guarantee. German and Austrian banks entered guarantees with Barclays. The banks sought the early termination of the guarantees. Barclays refused consent unless the banks paid it five years' fees. It sought declarations that its refusal of consent had been commercially reasonable and that the guarantees had not been terminated. The Commercial Court, in granting the declarations, held that Barclays was acting reasonably in insisting on at least some element of profit.
Equity Beneficial interest. The Court of Appeal, Civil Division, considered the issue of whether a Tomlin order directing the sale of a property and the payment of a fixed sum to a company created a proprietary interest in the property in favour of that company. Having found that it did, the Court then held that that interest took priority over a subsequent charging order on the property which had been obtained by the proprietor's former solicitors in respect of their unpaid legal fees. In reaching that decision the Court applied the basic rule as to priority in of the Land Registration Act 2002.