Results: 84

• 12345 Retail Group Ltd v Bubble City Ltd

  15 May 2025 [2025] EWHC 1083 (Ch); [2025] Bus LR 2528; [2025] WLR(D) 302, Ch D (Nicola Rushton KC sitting as a deputy High Court judge)

  COMPANY — Director — Breach of fiduciary duty

  COMPANY — Register — Rectification
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  COMPANY — Director — Breach of fiduciary duty — Defendant director transferring away subscriber share of company’s subsidiary in breach of fiduciary duty — Subsidiary company issuing new shares after change of ownership — Company subsequently put into voluntary liquidation and subsidiary company diverting away revenues and cash — Whether claimant creditor having proprietary claim to newly issued shares — Whether claimant having standing to apply for rectification of register of members — Whether claimant having claim for equitable compensation — Companies Act 2006 (c 46), s 125(1)

  COMPANY — Director — Breach of fiduciary duty — Company owning subsidiary’s sole share — Directors causing company to divest share to transferee — Subsidiary issuing new shares and allocating them to transferee — Whether directors acted in breach of fiduciary duties — Whether transferee bona fide purchaser without notice — Whether company having proprietary claim to new shares as traceable proceeds — Whether having claim for equitable compensation — Whether claim barred as reflective loss

  COMPANY — Register — Rectification — Provision allowing “person aggrieved” to apply to court for rectification of company’s register of members — Whether non-member seeking order requiring transfer of shares to him having standing to bring application — Companies Act 2006 (c 46), s 125(1)

  2 Case(s) considered

  1 Statute considered

• Delos Shipholding SA v Allianz Global Corporate and Specialty SE

  25 Mar 2024 [2024] EWHC 719 (Comm); [2024] 1 Lloyd's Rep 489, KBD (Dias J)

  30 Jul 2025 [2025] EWCA Civ 1019; [2025] Bus LR 2216; [2025] 2 Lloyd's Rep 117; [2025] WLR(D) 422, CA (Asplin, Males, Popplewell LJJ)

  Subsequent citations: 1.
  INSURANCE — Marine — Claim

  INSURANCE — Marine — Exemption clause

  INSURANCE — Marine — Exclusion clause

  INSURANCE — Contract — Material non-disclosure
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  INSURANCE — Marine — Claim

  INSURANCE — Marine — Exemption clause — Infringement of territorial shipping laws — Claimants’ vessel lawfully detained by foreign court following breach of territorial shipping laws — Claimants bringing claim for constructive total loss — Defendant insurers relying on exclusion in policy of detention by reason of infringement of customs or quarantine regulations “and similar”— — Whether exclusion applying — Whether claimants breaching duty of fair presentation of risk by failing to disclose knowledge of criminal charges brought against vessel owner’s sole nominee director — Insurance Act 2015 (c 4), ss 3, 4(3)(8)

  INSURANCE — Marine — Exclusion clause — Policy excluding loss resulting from arrest, restraint or detainment under customs or quarantine regulations “and similar” — Vessel detained for prolonged period having anchored illegally — Whether exclusion applying — Proper approach to construction of “and similar” — American Institute Hull War Risks and Strikes Clauses (1977), exclusion (e)

  INSURANCE — Contract — Material non-disclosure — Insured’s duty to make to insurer fair presentation of risk — Duty including disclosure of every material circumstance known to insured — Corporate insured only knowing information known by individuals forming part of its “senior management” — Identification of individuals forming part of “senior management” — Whether sole director necessarily within term — Insurance Act 2015 (c 4), ss 3(1)(3)(4), 4(1)(3)(8)

  8 Case(s) considered

  2 Statutes considered

• East Riding of Yorkshire Council as Administrating Authority of the East Riding Pension Fund v KMG SICAV-SIF-GB Strategic Land Fund

  08 Nov 2024 [2024] EWHC 2845 (Ch); [2025] Bus LR 1214; [2024] WLR(D) 519, Ch D (Richard Smith J)

  03 Sep 2025 [2025] EWCA Civ 1137; [2025] Bus LR 2823; [2025] WLR(D) 452, CA (King, Nicola Davies, Snowden LJJ)

  Subsequent citations: 1.
  COMPANY — Winding up — Unregistered company
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  COMPANY — Winding up — Unregistered company — Petitioner investing in dedicated fund of investment company incorporated in Luxembourg — Fund’s shares liquidated with zero net asset value and no distribution made to investors — Petition in English Court for compulsory winding up of fund as unregistered company dismissed — Whether fund constituting “unregistered company” — Whether fund entity Parliament intending to be wound up as unregistered company — Insolvency Act 1986 (c 45), ss 220(1), 221

  COMPANY — Winding up — Unregistered company — Umbrella fund comprising multiple dedicated funds each with its own pool of assets — Petitioner investor applying to wind up dedicated fund — Whether court’s power to wind up “unregistered company” limited to “any association and any company” — Whether characteristics of dedicated fund bringing it within either category — Insolvency Act 1986 (c 45), ss 220(1), 221

  COMPANY — Winding up — Unregistered company — Umbrella fund company consisting multiple dedicated funds each with its own pool of assets — Petitioner investor in company applying to wind up unregistered dedicated fund — Whether court’s power to wind up “unregistered company” limited to “any association and any company” — Whether characteristics of dedicated fund bringing it within either category — Whether fund capable of being subject to winding up petition — Insolvency Act 1986 (c 45), ss 220, 221(1)

  COMPANY — Winding up — Unregistered company — Umbrella fund company consisting of multiple dedicated funds each with its own pool of assets — Petitioner investor petitioning to wind up dedicated fund — Whether fund “unregistered company” capable of being wound up — Insolvency Act 1986 (c 45), ss 220, 221(1)

  5 Case(s) considered

  2 Statutes considered
• Recovery Partners GP Ltd v Rukhadze

  25 Mar 2022 [2022] EWHC 690 (Comm), QBD (Cockerill J)

  21 Mar 2023 [2023] EWCA Civ 305; [2023] Bus LR 646; [2023] WLR(D) 147, CA (Popplewell, Phillips, Falk LJJ)

  06 Sep 2023 (appn all) [2023] Bus LR 1424, SC(E) (Lord Reed PSC, Lord Hamblen, Lord Burrows JJSC)

  31 Jan 2024 Permission for cross appeal to Supreme Court refused

  19 Mar 2025 [2025] UKSC 10; [2025] 2 WLR 529; [2025] Bus LR 610; [2025] 1 Lloyd's Rep 329; [2025] WLR(D) 159, SC(E) (Lord Reed PSC, Lord Hodge DPSC, Lord Briggs, Lord Leggatt, Lord Burrows, Lady Rose, Lord Richards JJSC)

  Subsequent considerations : 1 positive; 1 neutral; most recently considered: 2025. Subsequent citations: 21.
  DAMAGES — Breach of fiduciary duty — Quantum

  EQUITY — Fiduciary duty — Breach
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  DAMAGES — Breach of fiduciary duty — Quantum

  EQUITY — Fiduciary duty — Breach — Account of profits — Defendants breaching fiduciary duties by appropriating business opportunity — Claimants opting to pursue account by way of remedy — Whether amount for which defendants liable to account limited by pre-existing agreement between parties as to division of proceeds of business opportunity and/or claimants’ delay in bringing action — Quantification of equitable allowance for skill exercised by fiduciary

  EQUITY — Fiduciary duty — Breach — Account of profits — Defendants breaching fiduciary duties by appropriating business opportunity — Claimants opting to pursue account by way of remedy — Whether defendants liable to account for profits which would have been made regardless of breach — Whether “but for” test to be applied to account of profits — Whether common law rule on account of profits outdated

  EQUITY — Fiduciary duty — Breach — Fiduciaries breaching fiduciary duties by appropriating business opportunity belonging to principal — Whether fiduciaries under fiduciary duty to account to principal for profits made from breach — Whether duty to account only arising on principal’s demand or court’s order — Whether fiduciaries liable to account for profits which would have been made regardless of breach — Whether “but for” test to be applied

  6 Case(s) considered

• Guldbrev AB v Konsumentombudsmannen

  05 Dec 2024 (Case C-379/23); EU:C:2024:1002; [2025] Bus LR 561; [2025] WLR(D) 17, ECJ (President of Fourth Chamber, acting as President of Fifth Chamber, I Jarukaitis, Judges E Regan, Z Csehi, Advocate General P Pikamäe)

  EUROPEAN UNION — Reference for a preliminary ruling — Consumer protection

  CONSUMER PROTECTION — Advertising — Unfair commercial practices
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  EUROPEAN UNION — Reference for a preliminary ruling — Consumer protection — Unfair commercial practices — Directive 2005/29/EC — Article 2c, d and i — Article 31 — Scope — Concept of 'product' — Combined offer consisting of the valuation and purchase of a good

  CONSUMER PROTECTION — Advertising — Unfair commercial practices — Trader making combined commercial offers of valuation and purchase of gold from same consumers — Swedish court finding trader’s advertising liable to constitute unfair commercial practice within EU Directive — Whether combined valuation and purchase service together forming a “product” — Parliament and Council Directive 2005/29/EC, arts 2(c), (d), 3(1)

  CONSUMER PROTECTION — Advertising — Unfair commercial practices — Trader operating business offering gold valuation and purchase service to consumers — Purchase of gold conditional on consumer accepting valuation service — Whether combined offer of valuation and purchase of gold constituting “product” — Whether practices in relation to combined offer “business-to-consumer commercial practices” — Parliament and Council Directive 2005/29/EC, arts 2(c)(d), 3(1)

  1 Case considered

  1 EU Enactment considered

• Lego A/S v Pozitív Energiaforrás Kft

  04 Sep 2025 (Case C-211/24); EU:C:2025:648; [2025] Bus LR 2378; [2025] WLR(D) 468, ECJ (President of Chamber C Lycourgos, Judges S Rodin, N Piçarra, O Spineanu-Matei, N Fenger, Advocate General M Szpunar)

  Subsequent citations: 1.
  EUROPEAN UNION — Reference for a preliminary ruling — Community design

  DESIGN — EU registered design — Infringement
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  EUROPEAN UNION — Reference for a preliminary ruling — Community design — Regulation EC No 6/2002 — Article 83 — Design allowing the multiple assembly or connection of mutually interchangeable products within a modular system — Scope of the protection conferred by such a design — Article 10 — Concept of 'informed user' — Article 891 — Sanctions in actions for infringement — Special reasons allowing the national court not to make the orders provided for in that provision — Infringement in respect of the pieces of a toy building set, the number of which is small in relation to total number of components of that set

  DESIGN — EU registered design — Infringement — Proprietor of EU design for toy building blocks relying upon protection under EU Regulation for designs which enabled interchangeable component parts to be connected within modular systems — Protected designs including those not producing “different overall impression” on “informed user” — Proprietor alleging defendant’s toy blocks infringing its designs — Whether “informed user” of modular system having to be specialist — Whether fact that infringement relating to small number of pieces of modular system constituting “special reason” not to impose sanctions upon defendant — Council Regulation (EC) No 6/2002, arts 8, 10, 89(1)

  DESIGN — EU registered design — Infringement — Community design protecting Claimant’s design allowing connection of mutually interchangeable products within modular system — Claimant contending components in defendant’s modular system not producing on informed user different overall impression — Abilities of “informed user” when making assessment — Whether possessing technical knowledge similar to that of sectoral expert — Whether “overall impression” including user’s technical opinion as well as visual perception — Whether infringement of only relatively small number of pieces of modular system constituting “special reasons” for not imposing sanction — Council Regulation (EC) No 6/2002, arts 8, 10, 89(1)

  3 Case(s) considered

  1 EU Enactment considered

• Gutmann v Apple Inc

  12 Mar 2024 [2024] CAT 18; [2024] Bus LR 1080; [2024] WLR(D) 129, CAT (Justin Turner KC, Jane Burgess, Derek Ridyard)

  16 Apr 2025 [2025] EWCA Civ 459; [2025] Bus LR 1292; [2025] 2 All ER (Comm) 934; [2025] WLR(D) 225, CA (Sir Julian Flaux C, Green, Birss LJJ)

  Subsequent considerations : most recently considered: 2025. Subsequent citations: 11.
  COMPETITION — Competition Appeal Tribunal — Collective proceedings order
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  COMPETITION — Competition Appeal Tribunal — Collective proceedings order — Litigation funding agreement providing for payment of funder’s fee from award of damages ahead of class members — Whether permissible for class representative to enter into agreement — Whether Competition Appeal Tribunal having power to award funder’s fee from damages — Whether agreement fair and in interests of class — Competition Act 1998 (c 41), s 47C(3) — Competition Appeal Tribunal Rules 2015 (SI 2015/1648), r 78

  COMPETITION — Competition Appeal Tribunal — Collective proceedings order — Litigation funding agreement providing for payment of funder’s fee from award of damages ahead of class members — Whether Competition Appeal Tribunal having power to award funder’s fee from damages in priority to class — Competition Act 1998 (c 41), s 47C(3) — Competition Appeal Tribunal Rules 2015 (SI 2015/1648), r 4

  2 Case(s) considered

  1 Statute considered

  1 Statutory Instrument considered

• Gutmann v First MTR South Western Trains Ltd (Gutmann v London & South Eastern Railway Ltd, Gutmann v Govia Thameslink Railway Ltd)

  17 Oct 2025 [2025] CAT 64; [2025] Bus LR 2923; [2025] WLR(D) 523; [2025] CAT 64 , CAT (Sir Peter Roth, Simon Holmes, Robin Mason)

  Subsequent citations: 1.
  COMPETITION — Abuse of dominant position — Exploitative abuse
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  COMPETITION — Abuse of dominant position — Exploitative abuse — Class representative alleging train companies abusing dominant position by not making cheapest form of ticket sufficiently available and/or using best endeavours to make customers aware of it — Whether contravention of law on unfair commercial practices relevant to issue of abuse of dominant position — Whether duty to assist customers to pay lowest price or buy optimal product — Whether train companies’ conduct constituting abuse — Competition Act 1998 (c 41), s 18

  1 Case considered

  1 Statute considered

• BDW Trading Ltd v Ardmore Construction Ltd

  16 Dec 2024 [2024] EWHC 3235 (TCC); [2025] Bus LR 1481; [2025] WLR(D) 11, KBD (Joanna Smith J)

  Subsequent citations: 1.
  ADJUDICATION — Adjudicator — Jurisdiction

  ADJUDICATION — Enforcement of adjudicator’s decision — Breach of natural justice
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  ADJUDICATION — Adjudicator — Jurisdiction — Claimant alleging defendant constructor liable for fire safety defects to property in breach of statutory duties — Contract entitling parties to refer dispute “under contract” to adjudication — Claimant obtaining favourable decision and applying for enforcement by way of summary judgment — Defendant contending adjudicator lacked jurisdiction to determine statutory claim — Whether broader wording of arbitration clause in parties’ contract requiring adjudication clause to be interpreted narrowly — Whether adjudication clauses to be interpreted according to linguistic distinctions between clauses — Whether summary judgment to be granted — Defective Premises Act 1972 (c 35), s 1(1) — Housing Grants, Construction and Regeneration Act 1996 (c 53), s 108

  ADJUDICATION — Adjudicator — Jurisdiction — Adjudication clause in construction contract providing for reference to adjudication of disputes arising under contract — Defendant contending clause not encompassing tortious claim — Proper approach to construction of adjudication jurisdiction clause — Whether same principles of construction applicable to both arbitration and adjudication clauses — Housing Grants, Construction and Regeneration Act 1996 (c 53), s 108(1)

  ADJUDICATION — Enforcement of adjudicator’s decision — Breach of natural justice — Claimant referring dispute of adjudication 20 years after practical competition — Defendant contractor having almost no project documentation and therefore reliant on documentation produced by claimant — Whether imbalance of documentation and limited procedures to manage disclosure process giving rise to breach of natural justice — Relevance of passage of time — Correct materiality test to be applied — Whether defendant having real prospect of opposing enforcement of adjudicator’s award on ground of breach of natural justice

  3 Case(s) considered

  2 Statutes considered

• Mark McLaren Class Representative Ltd v MOL (Europe) Africa Ltd

  15 Jan 2025 [2025] CAT 4; [2025] Bus LR 725; [2025] WLR(D) 26, CAT (Hodge Malek KC, Eamonn Doran, William Bishop)

  Subsequent citations: 6.
  COMPETITION — Collective proceedings — Collective settlement
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  COMPETITION — Collective proceedings — Collective settlement — Class representative and some defendants applying for collective settlement approval orders to settle opt-collective proceedings — Guidance on determining whether collective settlement just and reasonable — Importance of parties providing full and frank disclosure to tribunal — Whether orders to be granted — Competition Act 1998 (c 41), s 49A — Competition Appeal Tribunal Rules 2015 (SI 2015/1648), r 94

  COMPETITION — Collective proceedings — Collective settlement — Applications for collective settlement approval orders to settle opt-out collective proceedings — Guidance on determining whether collective settlement just and reasonable — Importance of parties providing full and frank disclosure to tribunal — Competition Act 1998 (c 41), s 49A — Competition Appeal Tribunal Rules 2015 (SI 2015/1648), r 94

  1 Statute considered

  1 Statutory Instrument considered