England and Wales Case Law

Anthony McGann v Eldonian Community Trust Limited

There is a bona fide dispute on substantial grounds as to the petition debt, the validity of director appointments, and whether payments were for the company's benefit; evidence of forgery and procedural defects further undermine petitioner's standing. The petition is dismissed as the company has shown genuine dispute and the court cannot conclusively determine the issues in this forum.

Source excerpt

• Standing of creditor
• Winding up of company
• Restitutionary claims
• Appointment of directors
• Abuse of court process
• Forgery

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Attorney General of Trinidad and Tobago v CL Financial Ltd (in Liquidation)

The Privy Council held that liquidators must provide fuller, proportionate detail to justify time-based remuneration, but rejected a line-by-line review.

• Liquidator remuneration
• Court approval of fees
• Fiduciary duties
• Proportionality in evidence
• Appointment of directors
• Costs orders

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Griffiths & Anor v Wheatley & Ors (Wall Lag (Wales) Ltd) (Rev1)

Griffiths & Anor v Wheatley & Ors (Wall Lag (Wales) Ltd) (Rev1) [2025] EWHC 1843 (Ch) (18 July 2025)

The High Court granted summary judgment against an unfair prejudice petition, holding the claim disclosed no real prospect of success and dismissing an amendment application.

• Unfair prejudice
• Shareholder rights
• Summary judgment
• Strike out
• Directors' duties
• Disclosure of information

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Jeremy Sinclair Clarke & Anor v Yasmin Azim Lakha & Ors (Re Bramber Road Management Limited)

The articles of association were amended by conduct by 1990, entitling each registered unit owner to appoint one director by notice to the company. The claimants were entitled to be entered on the register of members as joint holders of one ordinary share in respect of Unit 3, and to appoint Mr Lawson as director. The board meeting of 28 November 2018 was validly convened and its resolutions validly passed. The purported resolutions of June and November 2021 were invalid and of no effect. The directors' power to refuse registration of the share transfer was lost due to delay beyond the statut…

Source excerpt

• Appointment of directors
• Share transfer
• Articles of association
• Duomatic principle
• Board resolutions
• Membership rights

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Clarke & Anor v Lakha & Ors (Re Bramber Road Management Ltd and Companies Act 2006)

Clarke & Anor v Lakha & Ors (Re Bramber Road Management Ltd and Companies Act 2006) [2024] EWHC 51 (Ch) (18 January 2024)

The High Court held that Bramber Road Management Ltd’s articles had been amended by conduct to let each registered member appoint one director by notice.

• Membership rights
• Share transfers
• Appointment of directors
• Company articles interpretation
• Duomatic principle
• Estoppel by convention

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Mansard Mortgages 2007-2 PLC & Anor v Beyat Holdings Ltd & Ors

Mansard Mortgages 2007-2 PLC & Anor v Beyat Holdings Ltd & Ors [2021] EWHC 3355 (Ch) (13 December 2021)

The High Court held that purported noteholder control could not appoint directors or validate a board meeting, and granted declarations and most injunctions.

• Appointment of directors
• Authority of directors
• Validity of board meetings
• Declaratory relief
• Injunctions
• Company-law

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Oyekoya v Business Mortgage Finance 4 PLC & Ors

The High Court struck out multiple related claims as totally without merit, holding that the claimant had not validly become a trustee and lacked standing.

• Strike out applications
• Summary judgment
• Standing to sue
• Appointment of directors
• Committal for contempt
• Civil restraint orders

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Everest Alliance Ltd v Maslovskiy & Ors

The High Court considered whether Petropavlovsk’s board could appoint directors to take effect after the AGM. It held Article 80 did not clearly allow such straddling appointments.

• Directors' powers
• Articles of association
• Appointment of directors
• Shareholder rights
• Derivative actions
• Company-law

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Everest Alliance Ltd v Maslovskiy & Ors

Everest Alliance Ltd v Maslovskiy & Ors [2020] EWHC 2035 (Ch) (08 July 2020)

The High Court considered whether Petropavlovsk’s board could make “straddling” director appointments to take effect after an AGM, and held the point was arguable.

• Directors' powers
• Articles of association
• Appointment of directors
• Shareholder rights
• Derivative actions
• Board appointments

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JSC BTA Bank v Usarel Investments Ltd

The High Court held that a litigation receiver’s powers did not extend to conducting an appeal or bringing contribution proceedings without express authority.

• Receivership
• Litigation receiver powers
• Appeals
• Appointment of directors
• Litigation-receiver
• Court-order-interpretation

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