Pelling v Families Need Fathers Ltd

Section 356 of the Companies Act 1985 does not necessarily confer an absolute right to inspect a company register or obtain copies. The court has a discretion in the matter, exercisable only in very restricted circumstances. On an application for permission to appeal, permission should be refused where the applicant has no real prospect of overturning the relevant ruling. A constitutional argument based on the Bill of Rights, or an alleged breach of natural justice, does not establish such a prospect where the statutory discretion has been accepted.

The applicant sought access to company records under section 356 of the Companies Act 1985, including inspection of a register and the provision of copies. A previous Court of Appeal decision had upheld refusal of inspection on the basis that the court possessed a discretion, and permission to appeal to the House of Lords had been refused on the copies issue.

Collins J refused a further application for an order permitting inspection after the company gave certain undertakings. He considered himself bound by the earlier Court of Appeal decision. The applicant sought permission to appeal, relying principally on the Bill of Rights and an alleged breach of natural justice arising from authorities considered by the earlier court.

Application refused. Lord Justice Schiemann refused permission to appeal and made no order for costs.

1. The earlier Court of Appeal decision had treated the rights under section 356 of the Companies Act 1985 as subject to a judicial discretion. The discretion was one to be exercised only in very restricted circumstances. Collins J was bound by that decision, and Lord Justice Schiemann was not persuaded that the court lacked such a discretion.
2. The applicant’s argument based on the Bill of Rights raised a constitutional point of potential general importance. In principle, statute may require a court to act without discretion. However, once the statutory provision was accepted as conferring a discretion, there was no real prospect that the earlier ruling could be overturned on that basis.
3. The applicant also alleged that the earlier Court of Appeal had relied on authorities drawn to its attention by a judicial assistant without giving him a fair opportunity to comment. He accepted that he had received a written copy of the proposed judgment and had addressed the court at the handing down. Lord Justice Schiemann saw no real prospect of reopening the matter on this ground.
4. There was no prospect of overturning the judge’s exercise of the discretion in the circumstances. Permission to appeal was therefore refused. There was no order for costs.

1. Court of Appeal (Civil Division): On the present application, permission to appeal was refused. [2002] EWCA Civ 699
2. Chancery Division: Collins J refused an order permitting inspection of the company register after the company gave certain undertakings, holding himself bound by the earlier Court of Appeal decision.
3. Earlier Court of Appeal: The refusal of an order for inspection was upheld on the basis that the court had a discretion in the matter.
4. House of Lords: Permission to appeal was refused on the separate issue concerning the furnishing of copies.