High Court: Chancery Division judgments, 2010

Permission to seek rectification of a will after the six-month period under the Administration of Justice Act 1982 may be granted where the applicant shows…

On discontinuance, the usual order under Civil Procedure Rules 1998, rule 38.6, is that the claimant pays the defendants’ costs. Departure from that rule…

Under the ISDA Master Agreement, section 2(a)(iii) suspends a payment obligation while the counterparty’s Event of Default continues; it does not permanently…

The court may approve a compromise affecting pension-scheme members where suitable representation orders are made and the compromise demonstrably benefits…

In assessing whether a company entered into a transaction at a significant undervalue under Insolvency Act 1986, the court must determine the value of the…

The usual remedy for excessive use of an easement is an injunction restraining use beyond the grant. Complete obstruction may be authorised only in an…

Proprietary estoppel requires a sufficiently clear representation, reliance and conduct making it unconscionable to resile from the assurance. General hopes of…

For a move from administration to creditors’ voluntary liquidation, creditors must nominate a different liquidator in the prescribed manner and within the…

On an application for an interim injunction in a trade mark or passing off dispute, the court should not conduct a mini-trial on affidavit. Once there is a…

For the purposes of a company voluntary arrangement, creditors may vote only in respect of liabilities that genuinely exist. Where votes based on alleged…

A missing or suppressed will may be proved by oral evidence, but the ordinary civil standard of proof applies. The evidence must nevertheless be clear and…

Restrictions on alienation in a commercial lease may operate cumulatively. A provision relieving an intra-group assignment from the need for the landlord’s…

A registered holder of shares does not necessarily acquire the beneficial ownership of them. Where shares are transferred into a person’s name without an…

In valuing shares following an unfair-prejudice purchase order, the court must determine a fair value between the parties. A valuation should reflect…

In a competitive public procurement exercise, a tenderer is generally bound by the published criteria and deadline. A later request to correct an answer which…

Where parties agree an extension of time for serving a claim form, the court will ordinarily hold them to that agreement. Service of particulars of claim alone…

Whether a solicitor acted in private legal practice is determined objectively from all admissible evidence, taking account of the regulatory background. The…

For intestacy purposes, a polygamous spouse lawfully married under the law of the deceased’s domicile may be recognised as a surviving spouse in relation to…

Under the Inheritance (Provision for Family and Dependants Act 1975, reasonable financial provision is assessed by balancing all relevant circumstances…

A transaction is at an undervalue where the value transferred by a bankrupt is significantly greater than the value received, assessed by comparing outgoing…

Property owned by a foreign state is immune from enforcement unless it is, at the relevant time, in use or intended for use for commercial purposes. The court…

In deciding whether to wind up a solvent company on the just and equitable ground, the court must weigh all the circumstances and the competing interests of…

The Financial Support Direction regime under the Pensions Act 2004 applies to companies already in administration or liquidation. Where an FSD is issued after…

An administrator seeking permission to sell assets subject to fixed charges must satisfy the court that the statutory conditions are met. The court must…

A perfected final judgment remains final, even where it arose from an admission, default, consent or other procedure without adjudication on the merits. A…

For an administration order, the court must be satisfied that the company is, or is likely to become, unable to pay its debts and that administration is…

Permission to amend pleadings may be granted where the amendment identifies the real dispute and any prejudice to the opposing party can be addressed through…

A non-party’s access to court documents is governed principally by CPR 5.4C, not by an unrestricted conception of open justice. The default entitlement extends…

Under section 6 of the Company Directors Disqualification Act 1986, the court must decide whether the director’s conduct makes him unfit to be concerned in…

English law recognises a rebuttable presumption of death after seven years’ unexplained absence where people likely to have heard from the missing person have…

A court may make a Berkeley Applegate allowance where work or expenditure has preserved, realised or administered property beneficially owned by another, and…

An express declaration of trust does not make beneficial interests immutable. Later promises or representations may give rise to a proprietary estoppel capable…

A shareholder’s statutory right to petition for relief from unfair prejudice under Companies Act 2006, section 994, is not inalienable. Parties may agree to…

A charging order under the Charging Orders Act 1979 requires an existing judgment or order requiring payment of a sum of money. It cannot secure unassessed…

Failure to obtain and file a statutorily required regulatory consent before appointing administrators invalidates the purported appointment. The defect cannot…

End users of a commercial media-monitoring service may require their own copyright licence where receiving and viewing the service creates electronic copies of…

An agent’s actual authority is determined by construing the agency agreement, including proper implications, trade usage and the parties’ course of business. A…

A student sit-in on private university premises constitutes trespass where it excludes the university from possession. Students’ contractual permission to use…

A solicitor instructed by a lender is ordinarily liable only for loss attributable to the solicitor’s breach, not for every loss arising from the transaction.…

Copyright in a broadcast is distinct from the restricted act of communicating that broadcast to the public. Section 20 of the Copyright Designs and Patents Act…

A party will be denied a trial because of disclosure misconduct only where the conduct makes a fair trial impossible, or creates a substantial risk that it…

A subordinated noteholder cannot use a contractual enforcement mechanism to obtain relief which bypasses the agreed subordination regime. A provision…

Third-party disclosure is exceptional. Under CPR 31.17, the applicant must show cumulatively that the documents may well support its case or adversely affect…

Whether “special circumstances” justify assessment of a solicitor’s bill under section 70(3) of the Solicitors Act 1974 is an evaluative judgment. The court…

For registration as a class c town or village green, use must be for lawful sports and pastimes, by the inhabitants of a locality, for the statutory period…

The general rule that costs follow the event applies to adversarial insolvency litigation. The fact that office-holders act fiduciary duties, or that…

A guarantee may create both a damages obligation and a debt obligation. The court must construe the actual words used. A provision making the guarantor liable…

Where a solicitor acts for both a mortgage lender and borrower, separate retainers normally preserve the borrower’s confidentiality and legal professional…

A court’s power under CPR rule 3.1(7) to vary or revoke its own order cannot be used as an appeal against an order with which a party is dissatisfied. The…

In sale-and-leaseback transactions, equitable rights asserted by former proprietors cannot ordinarily obtain priority over a mortgage charge funding the…

In determining beneficial ownership of securities held through an intermediary, the court must assess objectively whether the parties intended proprietary…

Third-party disclosure may be ordered where the material is likely to support the applicant’s case or adversely affect another party’s case, and is necessary…

On an assessment under section 71 of the Solicitors Act 1974, a third party liable to pay a solicitor’s bill stands in the shoes of the solicitor’s client. The…

For jurisdiction over territorial intellectual-property claims, the claimant must show a good arguable case of an infringing act in the forum. Where…

Part 36 is a self-contained procedural code. General contractual rules apply only where consistent with its terms. A Part 36 offer must remain capable of…

In opposition proceedings, the registrar must determine the dispute actually raised by the opponent. Where opposition succeeds only for some goods or services…

The court may direct administrators and liquidators to distribute surplus funds without reserving for liabilities or expenses that have not been claimed by a…

A director must account for a corporate opportunity appropriated through a company controlled by him where the opportunity arose from the company’s business…

Cause of action estoppel does not bar a party from advancing a genuinely new cause of action against a party who was involved in earlier litigation, even where…

In group litigation, the ordinary rules of precedent and judicial economy apply. A first-instance court bound by a later Court of Appeal decision should not…

An accepted final determination by the Financial Ombudsman Service may engage the merger doctrine. The FOS is a tribunal for this purpose because its statutory…

Patent claims must be construed purposively in the context of the specification as a whole. Ordinary words such as “shadow” receive their meaning from that…

The court may refer an EU-law question where its answer may determine the remaining issues, even if one proposed question is presently unnecessary. A question…

A claim against an unincorporated partnership is, in substance, a claim against the individuals who were partners when the relevant causes of action accrued.…

A trustee exoneration clause protecting against liability for any matter or thing, except wilful and individual fraud or dishonesty, generally protects a…

Sentencing for civil contempt serves both punitive and coercive purposes. The court must sentence for the proved breach, not for alleged further contempts or…

An easement may be acquired by prescription where use has been open, peaceable and not by permission, applying the principle nec vi, nec clam, nec precario.…

Rule 6.5(4)(d) of the Insolvency Rules 1986 confers a broad residual discretion to set aside a statutory demand where substantial circumstances make it unjust…

Rectification of a deed of variation is available where clear and cogent evidence establishes that the document fails to give effect to the parties’ specific…

On an application for an interim injunction in a regulated procurement, the court applies the American Cyanamid principles, while taking account of the…

Restrictive covenants requiring approval or consent from named vendors do not ordinarily extend to the vendors’ successors merely because the benefit runs with…

A defective statutory demand is not automatically set aside. Where a document can sensibly be regarded as a statutory demand, the court considers all the…

A derivative claim is an exception to the rule that a company must pursue its own cause of action. The statutory procedure in Chapter 1 of Part 11 of the…

Where a contractual purchase price is calculated by reference to the cost of releasing restrictive covenants, the relevant development proposal and reasonably…

An order for disclosure against a non-party requires the applicant to establish both relevance and necessity under CPR 31.17. “Likely to support” means that…

A statutory transfer of liabilities under Telecommunications Act 1984, section 60, includes a contractual pension obligation extending into the future. Where…

A contractual price term will not be implied where it contradicts the agreement’s express pricing machinery. The question is whether, read as a whole against…

For trade mark infringement under Article 9(1)(b), the court assesses the actual use of the sign in its commercial context. The assessment is not confined to…

For partnership tax purposes, the relevant purpose of a payment reimbursed or rebated to a partner is ordinarily the purpose of the partner’s original outlay…

The equitable doctrine of marshalling may allow a junior creditor with security over one fund to resort to another security formerly available to a senior…

Summary judgment is inappropriate where copyright infringement depends on disputed evidence about access, copying, similarity, originality and substantiality…

The court may remove an administrator under paragraph 88 of Schedule B1 only for good or sufficient cause. Whether such cause exists must be assessed by…

Payments made by a company for no consideration may constitute transactions at an undervalue where the statutory requirements are satisfied. Where the…

A negligent valuer supplying information is liable only for loss attributable to the inaccuracy of that information, not for every consequence of the…

The nature of a surety’s obligation depends on the true construction of the instrument, read as a whole in its factual and contractual context. Labels such as…

Where property is acquired by individuals as trustees for an unincorporated association, a duly convened general meeting may resolve to transfer the…

Under section 12 of the Human Rights Act 1998, an interim injunction restraining publication requires a real prospect that the applicant will probably succeed…

Contractual interpretation is an objective exercise based on the factual matrix reasonably available to the parties. Where auction conditions require…

In ordinary circumstances, testamentary capacity together with due execution permits the court to infer knowledge and approval of a will. Whether circumstances…

In a quasi-partnership company, exclusion of a shareholder from management may be unfairly prejudicial even where the shareholder continues to receive salary…

Equitable subrogation is directed to preventing unjust enrichment. A lender may be subrogated to a prior charge where its advance discharged that charge but…

An equitable set-off prevents enforcement of connected cross-claims to the relevant extent, but neither its existence nor its exercise extinguishes or reduces…

A final third party debt order requires an attachable debt owed by the third party to the judgment debtor. The court must identify the contractual creditor by…

A recipient of misapplied fiduciary property is liable in knowing receipt where the recipient’s state of knowledge makes retention of the benefit…

To establish knowledge and approval of a will, the propounder must prove that the testator knew he was making a will, knew its terms and intended them to take…

An agreement reached in negotiations concerning ancillary relief does not transfer a beneficial interest in land merely because it provides for sale of the…

Where fixtures or fittings are removed after inspection but before exchange, the contractual subject matter will ordinarily be assessed at exchange. An earlier…

Where a defendant has unlawfully interfered with a right of light, the dominant owner has a prima facie entitlement to an injunction. Damages may be…

A partnership at will may be dissolved by inference from the parties’ conduct, even without formal notice. In assessing an outgoing partner’s entitlement, the…

For costs purposes, success must be assessed by reference to the claims, appeals or referrals actually before the court. A later successful claim does not…

A solicitor retained by a managing partner may have the partnership and its partners as the client, even though the managing partner contracts with the…

When deciding whether to authorise a statutory will, the Court of Protection must apply the objective best interests test and consider all relevant…

The doctrine of mutual wills requires a contract between the testators that their wills, or the relevant dispositions, will remain unaltered. Reciprocal or…

Under the pre- Enterprise Act 2002 administration regime, an administration order does not stop limitation time running against creditors. The regime does not…

An appeal from the Copyright Tribunal lies only on a point of law. The appellate court must respect the Tribunal’s specialist evaluative function and should…

A purported charge is a sham where the parties did not intend it to create legal relations and used it only to give creditors the appearance of an enforceable…

Alternative claims for fraud and negligence may properly be pleaded where the primary facts justify an inference of dishonesty. The alternative negligence…

A creditor challenging a company voluntary arrangement must establish unfair prejudice or a material irregularity. Unequal treatment of creditors, including…

For opposition to a business-tenancy renewal on redevelopment grounds, the landlord’s requisite intention must exist at the date of the substantive trial, not…

Forgery prevents contractual liability initially, but a person may later ratify a transaction made purportedly on their behalf. Ratification requires full…

Where complex proceedings raise substantial common issues, the court should consider case-management arrangements that avoid unnecessary duplication and…

When approving a pre-packaged administration sale, the court must be satisfied that the statutory purpose and conditions for administration are met and that…

For trade mark infringement, signs must be assessed in their actual context and by their overall impression. Evidence that a defendant designed a sign by…

A director who diverts to himself or his company a business opportunity pursued by his company breaches his fiduciary duties where he acts without informed…

In civil proceedings alleging fraud or dishonesty, the claimant bears the burden of proving the relevant facts on the balance of probabilities. Serious…

An activity may be carried on “by way of business” under Financial Services and Markets Act 2000, even though the activity does not itself constitute a…

For the purposes of Insolvency Act 1986, section 123(2), contingent and prospective liabilities cannot simply be added to present liabilities at face value.…

A contractual condition precedent may give each party a free-standing right to terminate if it remains unsatisfied by the specified date. Exercise of that…

Damages for infringement of intellectual property rights depend on how the rights-holder exploits the property. Where the claimant is actively pursuing a…

Where a bankrupt seeks permission to appeal an order restoring property to the bankruptcy estate, the court may consider whether the applicant has any real…

A covenant expressed in the active voice, such as an undertaking not to use premises for a specified purpose, ordinarily concerns acts of the covenantor or the…

Rectification corrects the recording of an agreement, not the substance of the transaction or a mistaken assessment of its fiscal consequences. The distinction…

Rectification for common mistake requires convincing proof of a continuing common intention, objectively manifested, which the executed instrument fails to…

An acknowledged conflict of interest between insolvency office-holders may, in principle, be managed by appointing an additional office-holder from the same…

A national court retains a discretion whether to grant declaratory relief and whether to refer questions to the Court of Justice under Article 267 TFEU. In…

A consent order in Tomlin form is construed objectively as a commercial instrument. The court asks what a reasonable person, in the parties’ circumstances…

A contractual completion notice is effective only when the contractual conditions for completion have been satisfied. Where completion depends on planning…

In a trade mark infringement claim involving parallel imports, the defendant normally bears the burden of pleading and proving exhaustion under Article 7(1) of…

A declaration is discretionary, but the court may determine contractual rights even where coercive relief is not sought and immediate payment is unlikely. The…

Sections 296 and 296ZD of the Copyright Designs and Patents Act 1988 create distinct regimes for devices that circumvent technological protection. Under…

Where trustees deliberately exercise a power but fail to consider reasonably foreseeable consequences, the defect may engage the Hastings Bass principle. The…

On summary judgment, a claim must have a realistic prospect of success, assessed without conducting a mini-trial but with appropriate analysis of the evidence.…

Damages cannot be increased to reflect a tax liability arising from the claimant’s assignment of a trust claim where the defendant’s liability is no greater…

Under Administration of Justice Act 1982, section 20(1), a will may be rectified where it fails to give effect to the testator’s intentions because of a…

A contract for the sale of shares in private companies may give rise to a qualified trust where the contract is specifically enforceable. Equity may therefore…

A company voluntary arrangement may restrict a creditor’s enforcement of a third-party guarantee, but the arrangement must not unfairly prejudice that…

A freezing order obtained without notice may be discharged where the applicant has failed seriously to make full and fair disclosure. The court exercises a…

Copyright in a computer program protects its expression, including its design and source code, but not its functionality, programming language, interfaces, or…

Where unfair prejudice is conceded and a shareholder buy-out is appropriate, the court will ordinarily make a purchase order rather than rely on an undertaking…

Delay does not automatically disentitle a claimant to interim injunctive relief. The court must exercise its discretion on a principled basis, considering the…

A contractual completion notice is effective if it clearly and unambiguously informs the recipient that the premises are completed for occupation. The notice…

An appeal from the Pensions Ombudsman was allowed. The Ombudsman must determine substantive pension disputes by applying established legal principles. Estoppel…

Documents obtained by the Serious Fraud Office under compulsory statutory powers do not, before criminal proceedings have begun, generate an implied…

A declaration of incompatibility is an exceptional remedy and should be considered only after it has been established that the legislation cannot receive a…

A trust of land may be established by signed written evidence, including a later affidavit, where the evidence sufficiently identifies an existing beneficial…

After a limitation period has expired, an amendment adding or substituting a cause of action may be allowed only if the new cause arises from the same or…

A charitable gift to an unincorporated religious association may be saved by a cy-près scheme where the institution has ceased to exist, provided the testator…

A trust for a working men’s club may be construed as implicitly limited to persons in poverty or necessitous circumstances where the trust instrument and its…

A commercial loan agreement is not a bill of sale merely because it requires future delivery of papers relating to funded claims. A personal obligation to…

A confidentiality restriction must be construed in its commercial context, but the court will not rewrite an excessively broad bargain. A restriction…

An appeal court may restore a cancelled land-registration application with its original priority, even where cancellation has already been implemented. The…

An unless order requiring delivery and inspection of electronic media encompasses data existing on the relevant hardware when the order was made. Deliberately…

Consent to alterations may be withheld reasonably where the proposed works would breach, or potentially breach, a superior lease covenant and the freeholder…

The IVA Protocol was a voluntary industry code of best practice, not a legally enforceable contract between IVA providers and creditors. Its requirement that a…

In assessing damages for trade mark infringement, passing off and related contractual breaches, the claimant bears the burden of proving loss, but damages are…

For statutory garden rights, houses qualify only where their front or side wholly or substantially faces the recognised square, terrace, crescent or other…

A rent review clause is construed objectively by reference to the lease as a whole and its relevant factual and business context. The usual assumption is that…

Where Parliament has assigned a dispute to a specialist tribunal or court, a claimant cannot ordinarily use High Court proceedings to obtain indirectly the…

A communication amounts to a threat of trade mark infringement proceedings if, viewed in its factual context, a reasonable recipient would understand it as…

A solicitor’s undertaking to hold money and deal with it in accordance with specified terms may create both a trust and a personally enforceable solicitor’s…

Recipients of trust property are liable in knowing receipt where, at receipt, their knowledge makes retention unconscionable. Dishonest assistance additionally…

A post-termination restraint in a franchise agreement may fall outside the Chapter I prohibition where it is essential to prevent the franchisor’s know-how and…

Interest payable on a debt proved in a winding up is governed by the statutory regime in section 189 of the Insolvency Act 1986. Where that interest forms part…

A contract is not reconstrued merely because unforeseen events make its prescribed machinery unavailable. The court must construe the agreement from its words…

Relitigating factual issues determined after a full trial may constitute an abuse of process even where neither cause of action estoppel nor issue estoppel…

Commercial option contracts are construed objectively, using the language and background reasonably available to the parties. A reference to an exchange-traded…

An objector may cease participating in adjudication proceedings, but that does not withdraw the underlying objection or deprive the adjudicator of…

Professional pension trustees must exercise investment powers with the care and skill required by the circumstances, including the higher standard applicable…

A will that is regular on its face and contains an attestation clause attracts a strong presumption of due execution. The presumption is not rebutted merely by…

A fiduciary’s unauthorised profit does not automatically become trust property. The decisive question is whether the fiduciary had pre-existing fiduciary…

Enhanced research and development relief depends on satisfying the detailed statutory conditions governing qualifying expenditure. A court should apply those…

A trustee’s equitable right of indemnity and lien over trust assets does not rank ahead of a mortgage merely because the mortgage was granted in the trustee’s…

Where trustees exercise a discretionary power and the result differs from what they intended because they failed to consider relevant matters, the court may…

Under Financial Services and Markets Act 2000, a restitutionary just sum may reflect both investor losses and profits obtained through an unauthorised…

Permission to continue a derivative claim under Companies Act 2006, section 263, requires an overall evaluative assessment rather than a prescribed standard of…

For an inter vivos gift, the required mental capacity is relative to the transaction. Where the transaction disposes of substantially all of the donor’s…

A contract is determined objectively from the parties’ words, conduct and the surrounding circumstances, rather than from their undisclosed intentions. A…

The court held that a pension scheme trustee’s power to amend its rules may extend to imposing substantially greater contribution obligations, including…

Partners may recover legitimate expenditure incurred for partnership purposes even where the seller intended to evade tax by receiving part of the price in…

A contractual condition restricting withdrawal of a planning application must be construed objectively in its commercial and statutory context. An indication…

Specific performance is not automatically refused because the claimant cannot or will not perform a minor contractual obligation. The court must examine…

Under the non-commercial Standard Conditions of Sale (4th edition), a term stating that the buyer may not transfer the benefit of the contract does not…

A broker entrusted with loan proceeds to hold them pending a specified transaction may owe contractual and fiduciary duties to the borrowers. Those duties are…

Creditors form separate classes for a scheme of arrangement only where their rights are so dissimilar that they cannot consult together in pursuit of their…

A creditor’s duty to disclose information to a prospective guarantor is not confined to unusual features of the principal contract. It may extend to unusual…

A recipient of trust property is not personally liable merely because the property was transferred in breach of trust. The claimant must establish a recognised…

Under Article 104 of the Community Trade Mark Regulation, proceedings concerning Community trade marks should ordinarily be stayed where validity proceedings…

Information obtained through international criminal mutual assistance may be used in civil proceedings where the governing statutory restriction is properly…

A purchaser claiming misrepresentation must prove what was said, its objective meaning, falsity, actual understanding and reliance. A forecast by a party with…

Requests for further information under CPR Part 18 must be confined to information that is reasonably necessary and proportionate to enable a party to prepare…

Refunds of voluntary national insurance contributions are available only on the statutory grounds provided by the governing legislation. Under Regulation 52(9)…

A court may correct an obvious mistake in contractual language as part of construction where it is clear that something has gone wrong and clear what a…

Partnership accounts used to calculate a deceased or retiring partner’s entitlement must reflect a fair value of the partnership assets unless the agreement…

A signed commercial document may have contractual force where its language, structure, financial significance and commercial purpose show an intention to…

On discontinuance of an academic claim, the court should determine costs by applying the general discretion in CPR 44.3, rather than allowing procedural form…

For a court-sanctioned reduction of capital, a creditor may object only if the debt or claim would be admissible in proof at the relevant date and there is a…

The court will interfere with a liquidator’s discretionary decision only on a high threshold. Apart from bad faith, interference requires conduct so…

A VAT tribunal decision allowing an appeal against denial of input-tax credit does not constitute a civil judgment for payment. It requires the credit to be…

A community contribution towards premises jointly used as a school and community centre may impress the premises with charitable obligations for community use…

A standard-form commercial agreement should be interpreted objectively, by reference to its language, the agreement as a whole and the relevant background.…

An application to rescind a winding-up order is discretionary and exceptional. The applicant must show a material change from the circumstances existing when…

A contractual break right must be exercised by the tenant or by an agent whose authority is established. A notice given by a third party as principal is…

On an appeal from a bankruptcy order, the High Court must decide whether the lower court was wrong in principle or materially failed to consider relevant…

A person who receives money paid by mistake is liable in restitution where the payment unjustly enriches him and was not received in good faith. The court may…

On an interim conversion claim, the claimant need not establish an absolute title good against all third parties. It is sufficient to show a better right to…

In a quia timet passing off claim, the claimant must establish goodwill, a misrepresentation likely to deceive, and likely damage. The court assesses the…

A coexistence agreement should be construed by reference to its language, purpose and relevant background. A consent to registration of specified goods is not…

Relief requiring delivery of information under Article 21(1)(d) of the Cross-Border Insolvency Regulations 2006 involves both jurisdiction and discretion. The…

The statutory definition of a self-contained part of a building does not require that the premises be incapable of further subdivision. Where the premises…

A contractual termination clause in a complex commercial agreement will not ordinarily be construed as permitting termination for every breach, however…

A scheme of arrangement may include the release of claims against a non-party where the release forms part of a genuine give and take between the company and…

A claimant who discontinues is ordinarily liable for the defendant’s costs under Civil Procedure Rules 1998, rule 38.6. The burden lies on the claimant to show…

An interim injunction to enforce a post-termination restrictive covenant may require the court to assess the claimant’s likely prospects of success where the…

For contractual purposes, accounts are not “adopted” merely because one shareholder or part of a board has approved and filed them. Where the agreement…

Commercial contracts must be interpreted as a whole, against their relevant background and stated objectives. Commercial common sense may assist construction…

A court deciding whether to fortify a cross-undertaking supporting a freezing order should take the course least likely to cause ultimate injustice. It should…

Summary judgment may determine a separable issue where the opposing party has no realistic prospect of success and further factual investigation would not…

The anti-deprivation principle may invalidate a contractual provision which removes an insolvent company’s asset upon the commencement of insolvency…

An estate agent earns commission only where the agency agreement, properly construed or supplemented by implication, entitles it to payment. In a selling…

An expert-determination clause covering disputes regarding profit or loss allocations must be read in the context of the agreement as a whole. Its broad…

Sections 78 and 80 of the Value Added Tax Act 1994 form an exhaustive regime for repayment of overpaid VAT and statutory interest where their express…

Confidentiality in a settlement agreement does not prevent disclosure where the agreement is materially relevant to issues at trial and disclosure is necessary…

Loss of development profit following breach of contract requires proof, on the balance of probabilities, that the claimant would have obtained the necessary…

Section 9 of the Arbitration Act 1996 provides a self-contained regime for applications to stay court proceedings in favour of arbitration. CPR Part 11 does…

A freezing order may be varied where, having regard to the interests and overall justice of the case, the purpose and policy of the order, the consequences of…

When sanctioning a banking business transfer scheme under the Financial Services and Markets Act 2000, the court has an absolute discretion, but must recognise…

A proprietary interest in shares may pass where the parties objectively intend an outright disposition, even though legal title remains temporarily with a…

Solicitors advising on a transaction must exercise reasonable care and skill both in settling its terms and in ensuring that the transaction becomes binding.…

An express right of way must be construed from its words read against the background known to the parties. A right granted for rear servicing does not extend…

A company may be both a trading company and an investment company. The question under section 130 of the Income and Corporation Taxes Act 1988 is whether its…

Where proceedings in different Member States arise from the same contractual relationship, claims may involve the same cause of action if each claim…

The tort of causing loss by unlawful means requires wrongful interference with a third party’s freedom to deal with the claimant and an intention to cause…

A reversioner will generally be unable to sue for a temporary nuisance which causes no injury to the reversion before it falls into possession. That principle…

A contractual right allowing a creditor to appropriate money only upon specified default events may constitute a charge, even where the surrounding arrangement…

On summary judgment, a defendant must show a realistic prospect of successfully defending the claim. The court may consider admissions made with knowledge of…

For the purposes of an insolvency moratorium, “legal process” is not confined to adversarial civil claims or proceedings before a court. A regulatory process…

Under CPR 19.5, substitution after expiry of limitation is permissible only where the proceedings were started within time and the substitution is necessary. A…

For the purposes of the Halifax principle, a VAT scheme must be assessed as a whole. An individual step may fail without preventing abuse where the…

In a public procurement process, equal treatment generally requires substantially the same information and equality of opportunity for reasonably well-informed…

In a trial proceeding in the defendants’ absence, the claimant must still prove its case, although the court may ordinarily determine the claim on the…

Parties to a settlement agreement may owe mutual obligations to co-operate in carrying it into effect and not deliberately undermine its performance without…

Under the PAYE Regulations, an employer’s monthly liability is determined by tax which it was liable to deduct and repay. The calculation is not confined to…

At the strike-out and summary-judgment stage, a claim should proceed where the pleaded facts disclose a real prospect of establishing that solicitors assumed…

The court’s power to grant a right of audience to an unqualified advocate is fact-sensitive. The court should distinguish between a family member assisting a…

Where an intestate leaves no issue or parents but a surviving spouse, the residuary estate is divided after the spouse’s statutory prior entitlement. One half…

Following later guidance from the Court of Justice, a national court may withdraw referred questions that have become unnecessary, while maintaining questions…

A director must not commit a company to substantial liabilities where, assessed objectively, there is no reasonable prospect of avoiding insolvent liquidation.…

The court may, in exceptional circumstances, direct an administrator not to comply with otherwise mandatory disclosure requirements under Insolvency Act 1986…

The standard basis is the normal basis for assessing costs. Indemnity costs require conduct or circumstances which take the case outside the norm. Where…

An agreement for the purposes of Article 101(1) TFEU requires a concurrence of wills concerning the impugned restriction. A genuinely unilateral interpretation…

A lender claiming deceit must identify a false representation, prove that it was made knowingly or recklessly with an intention that it be acted upon, and…

Database copyright depends on the author’s intellectual creation in the selection or arrangement of the contents. Relevant selection and arrangement may occur…

A valuer is not liable merely because another competent valuer might have chosen a different figure. Where the valuation figure is challenged, the claimant…

Where an interim injunction would affect freedom of expression, Human Rights Act 1998, section 12(3) ordinarily requires a claimant to show that it is probably…

Permission to continue monetary proceedings against a company in administration is exceptional. The court must apply the statutory purpose of the…

For a Class C town or village green under section 22(1A) of the Commons Registration Act 1965, as amended, qualifying use may come from inhabitants of more…

A long-term agreement is a “qualifying long term agreement” if it satisfies the statutory elements in section 20ZA(2) of the Landlord and Tenant Act 1985…

The court has a broad discretion to award costs on the indemnity basis, but that order requires conduct or circumstances taking the case outside the norm.…

A national court may refer questions of European Union law to the Court of Justice whenever a ruling is necessary to decide the dispute. The reference may be…

An appeal from a Pensions Ombudsman determination under section 151(4) of the Pension Schemes Act 1993 is confined to points of law. Where no appeal right…

The cy-près jurisdiction may arise after a religious schism where property donated for the use of a particular congregation is controlled by trustees unable to…

For insolvency jurisdiction, a body’s centre of main interests is presumed to be at its registered office. The presumption may be rebutted by objective factors…

A court may determine a committal application in an absent defendant’s case only in rare and exceptional circumstances. It must exercise great care, give prime…

On an application to annul a bankruptcy order, the court has a wide statutory discretion, but it must exercise that discretion judicially. A debtor should not…

Construction of pension scheme rules requires the words used to be read in their documentary and factual context, including the practical consequences of…

In civil contempt proceedings, disputed facts must be proved beyond reasonable doubt by the applicant. A respondent’s explanation must be accepted if it might…

In procurement proceedings governed by the Public Services Contract Regulations 1993, the three-month period under regulation 32(4)(b) must, consistently with…

Under a contractual refinancing clause, an unconditional offer of finance provides conclusive proof of ability to repay only if the contract’s requirements are…

A service which systematically indexes infringing material and supplies the means to obtain complete copies may incur liability beyond that of a passive…

A repudiatory breach of an employment contract does not automatically terminate the contract. The innocent party must clearly and unequivocally elect to accept…

For liability under the fraudulent trading provisions, the applicant must establish that the respondent participated in carrying on the company’s business with…

For the purposes of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, an unsecured loan repayable at an agreed time is generally a…

A court should not summarily strike out a defence where the pleaded case discloses an arguable defence and the issues require findings of fact. Questions of…

For unilateral and treaty double-tax relief, the source of income is determined by the operations from which the profit substantially arises. The residence of…

Expiry of the ten-business-day period following a notice of intention to appoint administrators prevents an appointment pursuant to that particular notice. It…

A company voluntary arrangement must be applied as a complete and universal code where its language so indicates. Supervisors cannot leave a creditor’s claim…

A professional patent agent must take reasonable steps to protect a client’s position in countries where the client has expressed a continuing interest. This…

An appeal from an order for sale under the Trusts of Land and Appointment of Trustees Act 1996 may be treated as a rehearing where a procedural irregularity…

Under the electronic communications code, an operator’s right to cross a canal, railway or tramway includes the right to install and retain the apparatus…

Part 36 consequences are not automatic where the court considers it unjust to impose them. In deciding whether justice requires departure from the usual order…

In costs proceedings following annulment of a bankruptcy order, there is no automatic presumption that the petitioning creditor must pay. The court must…

Pre-appointment costs of an insolvency practitioner are not ordinarily administration expenses merely because a court makes an administration order or the…

Registration of a squatter under Land Registration Act 2002, Schedule 6, paragraph 4 may be rectified if the substantive precondition of ten years’ adverse…

A contractual discretion to determine remuneration must be exercised in good faith, fairly and rationally. Separate contracts are not treated as incorporating…

Regulation 18 of the Equality Act (Sexual Orientation) Regulations 2007 is not confined to benefits provided directly to a charity’s ultimate beneficiaries or…

An appellate court reviewing a multi-factorial trade mark decision should show real reluctance to interfere absent a distinct and material error of principle.…

A quantum meruit for services provided to a family business is assessed by reference to the value of the benefit to the business, not automatically by the…

Under the Leasehold Reform, Housing and Urban Development Act 1993, anti-avoidance provisions must be construed fairly and practically, but clear statutory…

Under the Inheritance (Provision for Family and Dependants) Act 1975, reasonable financial provision for a surviving spouse may be satisfied by a life interest…

Under Trusts of Land and Appointment of Trustees Act 1996, the court may relieve trustees from a beneficiary’s consent requirement where the statutory factors…

An interim payment is available only where the claim is capable of producing a monetary judgment and the payment sought is on account of that liability. Claims…

An ineffective legal charge may nevertheless create an equitable charge over the chargor’s beneficial interest in land and may sever a beneficial joint…

Contractual language is construed objectively, by asking what a reasonable person with the relevant background knowledge would understand the parties to mean.…

Arrears of child maintenance are liabilities capable of falling within the statutory concept of a bankruptcy debt and are not excluded from the voting and…

A solicitor retained in a property transaction need not obtain a third party’s consent personally, but must advise and assist the client in securing it. This…

A forfeited deposit on a sale of land must generally be credited against damages recoverable for the purchaser’s breach, whether or not the property is resold.…

The rule in Hastings-Bass concerns the validity of a fiduciary exercise of a power, not rescission for mistake. At first instance, no distinction is drawn…

A contractual licence described as perpetual may still be subject to express termination provisions. The word ordinarily concerns duration and does not…

Confidentiality agreements governing a proposed management buy-in can protect a business opportunity and the proposed management team even though the target…

Testamentary capacity requires the ability to make the decisions inherent in a will, not merely to understand its terms. A severe bereavement-related affective…

Where shareholders agree to distribute development land in parcels of equal value, “equal value” ordinarily refers to objectively ascertainable open-market…

A land-banking arrangement may be a collective investment scheme even though each participant owns a distinct plot and the contractual documents confer…

A commercial non-reliance clause may create a contractual estoppel that precludes claims based on innocent or negligent misrepresentation, provided that the…

An account of profits requires each defendant separately to disgorge the profit derived from its infringement. The claimant may not recover the same profit…

A statutory demand for a solicitor’s fees is effective only where the debt is liquidated and immediately payable. An unliquidated claim does not become…

A source state which taxes dividends paid to non-resident shareholders must provide equivalent relief for the tax charge imposed within its own jurisdiction.…

A prospective costs order may be made for a pension-scheme member pursuing or resisting an appeal where the litigation is, in substance, brought on behalf of…

In a family company operated as a quasi-partnership, exclusion of a shareholder from management may constitute unfair prejudice where it breaches the…

Relief for unfair prejudice may be granted where directors use a company’s assets and borrowing powers to prefer one shareholder’s interests over those of the…

A tenant’s guarantor cannot generally be required, on an assignment, to guarantee the obligations of the assignee. Such an obligation can frustrate the release…

Insolvency notices and documents may be sent by e-mail where the governing provision requires them to be sent but does not prescribe a particular medium…

An adjournment of civil proceedings because of actual or threatened criminal proceedings requires a real risk of serious prejudice which may lead to injustice.…

For contractual subordination provisions, “winding up” may extend beyond formal voluntary or compulsory liquidation where the contract, objectively construed…

Completion of a transaction must be determined objectively from the parties’ agreement and what occurred, not from solicitors’ later subjective views. Where…

A clear contractual exclusion of trade marks prevails over general transfers of goodwill, type approvals or other business assets. An international…

When construing a will, a tax-saving interpretation is not preferred if it conflicts with the will’s ordinary meaning and the apparent distribution intended by…

A contractual communication may constitute an offer where, read objectively in its commercial and factual context, it seeks agreement on matters capable of…

A contractual obligation to obtain planning permission or a site licence must be construed from the words used, read in the context of the whole agreement and…

An adjudicator determining an objection to an application for a restriction may decide substantive questions concerning the asserted right or claim. The…

Consequential loss based on a lost development opportunity may be recoverable in a professional negligence claim even where no diminution in the property’s…

Where an interim costs order is stayed on terms, failure to comply with those terms means that the stay does not operate. A provision fixing a final date for…

Arrears accrued under an income payments agreement are a provable bankruptcy debt of the payer. They are not excluded merely because the agreement may be…

A director appointed by the board under article 95 of the 1948 Table A holds office only until the next annual general meeting and must then be re-elected.…

A franchisee cannot establish repudiation merely because the franchisor adopts a firm negotiating position concerning unpaid fees, especially where the…

The statutory discretion to remove an executor is governed by principles analogous to those applying to trustees. The central question is whether continued…

Copyright may be infringed by a person who authorises another to perform a restricted act. Liability may also arise where parties combine, by tacit or express…

An unless order takes effect only where its requirements are sufficiently clear and the party has failed to comply with them. A party cannot avoid disclosure…

Where a winding-up petition is dismissed because an administration order is made, the petitioning creditor may seek an order that its petition costs be paid as…

Permission for a statutory derivative claim requires more than a bare prima facie case at the second stage. The court must form a provisional view of the…

For the narrow form of the ex turpi causa principle, recovery is barred only for loss flowing from a sentence or punishment lawfully imposed for the claimant’s…

Where a trustee in bankruptcy seeks possession of a jointly owned home more than 12 months after the bankrupt’s interest vested, the court must apply the…

Where executors are deadlocked, the court should not assume their discretionary function unless it has all material necessary to make an informed decision. It…

Where an option agreement requires valuation before the option can be exercised but does not specify the valuation date, the court should identify the date…

The insolvency exception in the Judgments Regulation applies only where the claim derives directly from insolvency or winding-up proceedings and is closely…

Summary judgment is appropriate where a professional-negligence claim has no real prospect of success and no compelling reason requires a trial. In assessing…

Where negligent failure to renew a protected business lease causes the business to close, damages are assessed flexibly according to the loss proved. If a…

On a VAT appeal confined to points of law, the appellate court may determine the correct legal outcome on the tribunal’s primary findings, but should be slow…

Restrictive covenants imposed by a pre-1925 conveyance are not impliedly annexed to land merely because the instrument refers to vendors, successors or a…

A guarantor is not discharged merely because a creditor makes further advances under an all-monies guarantee or charge. The relevant question is whether the…

Statutory fairness under the Unfair Terms in Consumer Contracts Regulations 1994 and the Consumer Credit Act 1974 requires a fact-sensitive assessment.…

Where a claimant uses one claim form for different claims against different defendants, separate particulars of claim may be served where the claims are…

A common intention constructive trust requires both a common intention that the claimant should acquire a beneficial interest and detrimental reliance on that…

Client money segregated for a class of potentially affected clients may generate client money entitlements for clients later identified as members of that…

For proprietary estoppel, a representation must be sufficiently clear in its context. A communication must objectively convey that the recipient is…

An idea may qualify for protection in equity where it has sufficient originality, is clearly identifiable, has commercial attractiveness and is sufficiently…

Extended passing off protects a descriptive or generic term where it denotes a reasonably identifiable class of goods with a reputation and goodwill. The class…

The rule in Hastings-Bass may apply where a receiver exercises a discretionary fiduciary power for a patient, even though the decision-maker is not a trustee…

In an arbitration, the terms of reference identify the dispute and the issues submitted for determination. Where an issue falls within those terms, a party may…

There is no absolute jurisdictional bar to a winding-up petition based on a debt that is bona fide disputed on substantial grounds. The ordinary practice is to…

Collateral waiver of legal professional privilege is assessed by identifying the particular act of disclosure and the transaction to which it relates. The…

A contract is not void for uncertainty merely because plans or a term have been omitted. The court may use admissible background material to identify the…

An appellate court should be slow to interfere with a trial judge’s assessment of whether a director is fit or unfit, particularly where the decision depends…

On an appeal limited to points of law, an appellate court must identify the challenged finding, its significance, the relevant evidence, and why the tribunal…

A transfer referring to a proposed road may grant an immediate right of way over the land intended for that road. The right is not postponed until the road is…

In deciding whether a bankruptcy petition should be dismissed or adjourned, the court applies an objective test based on the response of a reasonable creditor…

For a sale and lease back to be a transaction at an undervalue under Insolvency Act 1986, the court must compare the value transferred by the sellers with the…

For a transaction to be at an undervalue under Insolvency Act 1986, section 339(3)(c), the incoming value must be significantly less than the outgoing value.…

For relief under Companies Act 2006, section 994, the petitioner must show both prejudice and unfairness suffered in the capacity of member. In a…

A director’s fiduciary duties must be analysed by reference to the company to which the duties are owed and the transaction in question. The no-conflict rule…

When a statutory demand is founded on an adjudicator’s decision or an enforcement judgment, the bankruptcy court must consider all relevant circumstances. The…

A rebuttable presumption that land adjoining a highway or private roadway passes with the adjoining land may apply to a testamentary devise and, where the…