Company Distribution of assets. The Court of Appeal, Civil Division, in dismissing the defendant company's appeal, rejected the defendant's contention that payments made under an agreement had been illegal distributions and contrary to what was then s263(1) of the .
*Certain Limited Partners in Henderson PFI Secondary Fund II LLP (a firm) v Henderson PFI Secondary Fund II LP (a firm) and other companies
Partnership Partnership business. The Commercial Court ruled on various preliminary issues between the parties arising out of a partnership which had been established to invest in private finance initiative and public private partnership concession companies.
Trust and trustee Breach of trust. The Court of Appeal, Civil Division, in dismissing the claimants' appeal, upheld a finding that money paid to the defendant under an investment scheme, by which money was to be used to invest in TV productions, had not been held by the defendant under a Quistclose trust, since the contractual arrangements under which the claimants and defendant formed a partnership had been consistent with the money forming partnership assets.
Conflict of laws Jurisdiction. The Court of Appeal, Civil Division, held that the judge had not been wrong to hold that proceedings in Germany and the instant jurisdiction were not related actions as defined by art 28 of Council Regulation (EC) 44-2001 (on jurisdiction and the recognition and enforcement of judgments in civil and commercial cases) or that he had acted outside the bounds of a proper exercise of judicial discretion in holding that the defendant should not be granted a stay in circumstances where proceedings had been commenced against the claimant in Germany, and the claimant had consequently commenced proceedings against the defendant in England.
European Union Freedom of establishment. The Court of Justice of the European Union made a preliminary ruling concerning the interpretation of arts 49 and 63 of the Treaty on the Functioning of the European Union in the context of application of the judgment of 12 December 2006 in Case : Test Claimants in the FII Group Litigation All ER (D) 168 (Dec)and was designed to obtain clarification regarding various paragraphs of that judgment.
Company Director. The claimant companies had acquired another company in administration. They contended that the individual defendants had conspired to deprive them by transferring the company's business to the first defendant company. The Chancery Division held that the company's director had not breached his fiduciary duties to the company and the other individuals did not owe such duties. It further found that conspiracy and passing off were not established.
European Union Freedom of movement. The European Commission sought a declaration that, by introducing and maintaining in force a scheme under which dividends paid to foreign pension funds were taxed in a discriminatory manner, the Finland had failed to fulfil its obligations with respect to the free movement of capital. In granting the declaration, the Court of Justice of the European Union held that the situations between resident and non-resident pension funds were objectively comparable and the unfavourable treatment was not justified by an overriding reason of public interest.
Company Insolvency. The majority of the board of directors of a company sought an administration order. The likely largest creditor sought a rapid liquidation process to allow investigations into the company's failure and its directors' conduct. The Chancery Division, in ordering a compulsory winding up, held that the benefit of such order would be that the Official Receiver had a statutory duty to investigate and might report to the court.
Town and country planning Agreement regulating development or use of land. The Court of Appeal, Civil Division, in dismissing a company's appeal held that the company could not claim an indemnity from its predecessor in title under an agreement made pursuant to of the Town and Country Planning Act 1990 in circumstances where the company had initially sold the land on without entering into an indemnity but had subsequently done so.
Company Contract. The proceedings related to an enforcement and restructuring of a group of companies known as Stabilus Group in April 2010. JP Morgan Europe Ltd (JPMEL), in its capacity as senior facility agent and security trustee, issued an enforcement notice to itself to accept an offer to transfer the business of the Stabilus Group to the third and fourth parties. As part of the acquisition of the group, companies in the group assumed substantial indebtedness to various lenders under senior and mezzanine facilities agreements. The Commercial Court granted a declaration in favour of the claimant that the restructuring was valid. It further held, in dismissing the defendants' claims, that that there had been no breach of fiduciary or contractual duties by JPMEL, in effecting the restructure.