Cases to reference

Question 1

Which case established the three key characteristics of a floating charge?

Answer 1

Re Yorkshire Woolcombers Association Ltd

Question 2

Re Yorkshire Woolcombers Association Ltd

Answer 2

Which case established the three key characteristics of a floating charge?

Question 3

Which case stated that the charge instrument’s classification of a charge is relevant?

Answer 3

Agnew v Inland Revenue Commissioner

Question 4

Agnew v Inland Revenue Commissioner

Answer 4

Which case stated that the charge instrument’s classification of a charge is relevant?

Question 5

Which case stated that the charge instrument’s classification of a charge is not conclusive?

Answer 5

Street v Mountford

Question 6

Street v Mountford

Answer 6

Which case stated that the charge instrument’s classification of a charge is not conclusive?

Question 7

Which case established that a court may conclude that a charge described as fixed may be categorised as fixed?

Answer 7

Re Spectrum Plus Ltd

Question 8

Re Spectrum Plus Ltd

Answer 8

Which case established that a court may conclude that a charge described as fixed may be categorised as fixed?

Question 9

Which case established that COI is still present even if company cannot take advantage or property, information or opportunity in question?

Answer 9

Regal (Hastings) Ltd v Gulliver

Question 10

Regal (Hastings) Ltd v Gulliver

Answer 10

Which case established that COI is still present even if company cannot take advantage or property, information or opportunity in question?

Question 11

Which case shows that S.172 is a subjective duty?

Answer 11

Regentcrest Plc v Cohen

Question 12

Regentcrest Plc v Cohen

Answer 12

Which case shows that S.172 is a subjective duty?

Question 13

Which case shows that a total failure to engage in managerial duties is not permissible and constitutes breach of S.174 duty?

Answer 13

Dorchester Finance Co v Stebbing

Question 14

Dorchester Finance Co v Stebbing

Answer 14

Which case shows that a total failure to engage in managerial duties is not permissible and constitutes breach of S.174 duty?

Question 15

Which case demonstrates that the corporate opportunity doctrine will be applied very strictly, and therefore that S.175 is still breached if opportunity no longer available to company?

Answer 15

Bhullar v Bhullar

Question 16

Bhullar v Bhullar

Answer 16

Which case demonstrates that the corporate opportunity doctrine will be applied very strictly, and therefore that S.175 is still breached if opportunity no longer available to company?

Question 17

Weighted voting rights for removal of director

Answer 17

Bushell v Faith

Question 18

Bushell v Faith

Answer 18

Weighted voting rights for removal of director

Question 19

2 cases re. share expropriation provisions

Answer 19

Dafen Tinplate Co Ltd v Llanelly Steel Co - where such a provision is overly wide, it is likely to be deemed to be invalid

Sidebottom v Kershaw Leese & Co Ltd - where a provision is more limited in scope, it may be deemed valid - provision empowered Board to purchase shares of any shareholder who competed with the company

Question 20

Dafen Tinplate Co Ltd v Llanelly Steel Co

Answer 20

where a share expropriation provision is overly wide, it is likely to be deemed to be invalid

Question 21

Sidebottom v Kershaw Leese & Co Ltd

Answer 21

where a share expropriation provision is more limited in scope, it may be deemed valid - provision empowered Board to purchase shares of any shareholder who competed with the company

Question 22

3 reasons for significance of Salomon v A Salomon & Co Ltd

Answer 22

• Validly incorporated company can be used to shield its members
• ‘One-person’ companies are valid
• Relationship of agency or trusteeship not established simply through holding shares

Question 23

Petrodel Resources Ltd v Prest

Answer 23

Where ‘a person is under an existing legal obligation or liability or subject to an existing legal restriction which he deliberately evades or whose enforcement he deliberately frustrates by interposing a company under his control’