Company & Business Law: Must-know Case Law (Definitions)

Carlill v Carbolic Smoke Ball Co [1893]
Topic 1 — Formation of Contract: Agreement

Facts

• Company advertised that anyone who used the smoke ball as directed and still got influenza would receive £100
• the ad also said £1000 had been deposited in a bank to show sincerity
• Mrs Carlill used the product correctly and still got influenza.

Issue
Was the ad mere sales puff or a binding offer?
Decision
It was a binding unilateral offer.
Principle
An advertisement can be an offer where it is clear definite and serious; a unilateral offer can be accepted by performance and advance notice of acceptance may be waived.
Why it matters
Leading case on unilateral offers and on when an advertisement becomes a genuine offer.

Harvey v Facey [1893]
Topic 1 — Formation of Contract: Agreement

Facts

• Buyers asked by telegram whether the owner would sell Bumper Hall Pen and what his lowest price was
• the reply only stated a lowest price
• the buyers then tried to accept.

Issue
Did stating a lowest price amount to an offer to sell?
Decision
No contract.
Principle
Supplying information or quoting a price is not necessarily an offer; there must be a definite commitment to be bound.
Why it matters
Classic case for distinguishing an offer from preliminary negotiations.

Pharmaceutical Society of Great Britain v Boots Cash Chemist [1953]
Topic 1 — Formation of Contract: Agreement

Facts

• Boots introduced self service shelves
• customers picked goods from shelves and paid at a central checkout
• Boots was prosecuted under legislation requiring supervision at the point of sale.

Issue
Is a shelf display an offer or only an invitation to treat?
Decision
It was an invitation to treat; the customer made the offer at the till.
Principle
Display of goods in a shop is normally an invitation to treat.
Why it matters
Standard authority for shop display and self service contract formation problems.

Hyde v Wrench [1840]
Topic 1 — Formation of Contract: Agreement

Facts

• Wrench offered to sell land for £1000
• Hyde replied offering £950
• after that was refused Hyde tried to accept the original £1000 offer.

Issue
Did Hyde still have power to accept the original offer after making a counter offer?
Decision
No.
Principle
A counter offer rejects and terminates the original offer.
Why it matters
Essential case on counter offers in negotiations.

Stevenson v McLean [1880]
Topic 1 — Formation of Contract: Agreement

Facts

• Seller offered to sell iron on stated terms open for a time
• buyer asked whether delivery could be spread over two months
• before any reply the buyer accepted the original terms
• seller had sold elsewhere.

Issue
Was the earlier message a counter offer or just a request for information?
Decision
It was only a request for information and the offer remained open.
Principle
A mere enquiry does not terminate an offer.
Why it matters
Best contrast case with Hyde v Wrench.

Byrne v Van Tienhoven [1880]
Topic 1 — Formation of Contract: Agreement

Facts

• Offer to sell goods was posted from Cardiff to New York
• offeror later posted a revocation
• offeree accepted by telegram before the revocation letter arrived
• offeror sold the goods elsewhere.

Issue
When does revocation become effective?
Decision
Revocation was ineffective because it had not yet been communicated.
Principle
Revocation must be communicated to the offeree before acceptance; the postal rule does not apply to revocation.
Why it matters
Key timing case on withdrawal of offers.

Entores v Miles Far East [1955]
Topic 1 — Formation of Contract: Agreement

Facts

• Offer and acceptance were sent by telex between London and Amsterdam.

Issue
For instantaneous communications is acceptance effective when sent or when received?
Decision
Effective when received in London.
Principle
Instantaneous communications generally follow the receipt rule.
Why it matters
Foundation case for telex email and text message acceptance problems.

Adams v Lindsell [1818]
Topic 1 — Formation of Contract: Agreement

Facts

• Offer was sent by letter asking for a reply in due course of post
• the acceptance was posted promptly but reached the offeror later than expected and the goods had been sold elsewhere.

Issue
When is postal acceptance effective?
Decision
Effective when posted.
Principle
Under the postal rule acceptance is complete on posting rather than on receipt.
Why it matters
The classic exception to the normal communication rule.

Butler Machine Tool v Ex-Cell-O [1979]
Topic 1 — Formation of Contract: Agreement

Facts

• Buyer and seller exchanged forms containing conflicting standard terms including a price variation clause.

Issue
Which terms governed the contract?
Decision
The contract was formed on the terms of the final accepted document.
Principle
In battle of the forms disputes ordinary offer and acceptance analysis still applies.
Why it matters
Important modern authority for conflicting standard terms.

Roscorla v Thomas [1842]
Topic 2 — Consideration & Intention

Facts

• Buyer purchased a horse
• after the sale the seller said the horse was sound and free from vice
• the horse turned out to be vicious.

Issue
Was the later assurance enforceable as part of the contract?
Decision
No.
Principle
Past consideration is not good consideration; a promise made after the bargain is complete is unsupported unless fresh consideration is given.
Why it matters
Leading case on past consideration.

Chappell v Nestlé [1960]
Topic 2 — Consideration & Intention

Facts

• Nestlé offered records at a reduced price if buyers sent money plus three chocolate wrappers
• the copyright owners argued the wrappers should count as part of the price.

Issue
Can something trivial or apparently worthless amount to consideration?
Decision
Yes.
Principle
Consideration need not be adequate but it must be sufficient.
Why it matters
Best case for the adequacy versus sufficiency distinction.

Stilk v Myrick [1809]
Topic 2 — Consideration & Intention

Facts

• After two sailors deserted a ship the captain promised the remaining sailors extra wages if they sailed the ship home
• they did so but were not paid extra.

Issue
Was continued performance good consideration for the promise of extra wages?
Decision
No.
Principle
Doing what one is already contractually bound to do is generally not good consideration.
Why it matters
Traditional rule on pre existing contractual duty.

Williams v Roffey Bros [1990]
Topic 2 — Consideration & Intention

Facts

• A subcontractor underpriced carpentry work and fell behind
• the main contractor faced delay penalties and promised extra money plus a better payment structure to keep the work moving
• later the extra payment was refused.

Issue
Can a promise to do what one already owes under a contract still count as consideration?
Decision
Yes on these facts.
Principle
A practical benefit to the promisor can amount to consideration if there is no economic duress.
Why it matters
Important modern qualification to Stilk v Myrick and very exam friendly on contract variations.

Balfour v Balfour [1919]
Topic 2 — Consideration & Intention

Facts

• Husband working overseas promised to pay his wife a monthly allowance while they lived apart because of illness
• the marriage later broke down and the wife sued.

Issue
Did the parties intend the domestic arrangement to be legally binding?
Decision
No.
Principle
Domestic and social arrangements are presumed not to create legal relations.
Why it matters
Foundational intention case for family agreements.

Jones v Padavatton [1969]
Topic 2 — Consideration & Intention

Facts

• Mother promised support to her daughter if she gave up work and studied for the Bar in England
• the arrangement later involved a house and support
• the daughter did not complete the studies in the expected timeframe.

Issue
Was this a legally enforceable family arrangement?
Decision
No.
Principle
Family arrangements remain presumptively non contractual especially where the terms are vague.
Why it matters
Strong follow up case to Balfour.

Blue v Ashley [2017]
Topic 2 — Consideration & Intention

Facts

• Jeff Blue claimed Mike Ashley promised him a £15 million bonus if he got the Sports Direct share price to £8
• the conversation happened in a pub amid drinking banter and no written record.

Issue
Did the parties objectively intend to create legal relations?
Decision
No.
Principle
Intention is judged objectively and even in a business setting banter may fall short of legal commitment.
Why it matters
Strong modern case showing commercial context does not automatically equal contract.

Central London Property v High Trees [1947]
Topic 2 — Consideration & Intention

Facts

• During wartime a landlord promised to accept reduced rent
• the tenant relied on that promise
• later the landlord sought full rent.

Issue
Can a relied on promise suspend strict legal rights even without fresh consideration?
Decision
The promise bound the landlord for the wartime period.
Principle
Promissory estoppel can stop a party insisting on strict rights after a clear promise that was relied upon.
Why it matters
Key supplementary doctrine alongside consideration and variation questions.

Poussard v Spiers [1876]
Topic 3 — Contents of a Contract

Facts

• Opera singer agreed to perform in a run of shows but illness caused her to miss the opening night and early performances
• the producer hired a replacement for the full run.

Issue
Was the obligation to appear from the opening a condition or a warranty?
Decision
It was a condition.
Principle
A term going to the root of the contract is a condition and its breach allows termination and damages.
Why it matters
Classic authority on serious terms going to the heart of the bargain.

Bettini v Gye [1876]
Topic 3 — Contents of a Contract

Facts

• Singer agreed to perform over a season but missed some rehearsals because of illness
• the employer tried to dismiss him from the whole contract.

Issue
Was the rehearsal term a condition?
Decision
No it was a warranty only.
Principle
A subsidiary term not central to the main purpose of the contract is a warranty so breach gives damages but not termination.
Why it matters
Best paired with Poussard to distinguish conditions from warranties.

Hong Kong Fir Shipping v Kawasaki [1962]
Topic 3 — Contents of a Contract

Facts

• A ship chartered for 24 months was out of service for about six months because of poor condition and an incompetent engine crew
• the charterer said the seaworthiness obligation was a condition.

Issue
Is the term automatically a condition or does the court look at the seriousness of the breach?
Decision
The charterer could not terminate and was limited to damages.
Principle
Some terms are innominate; the remedy depends on whether the breach deprived the innocent party of substantially the whole benefit of the contract.
Why it matters
Leading case on innominate terms and on serious breach analysis.

The Moorcock [1889]
Topic 3 — Contents of a Contract

Facts

• Shipowner used the defendant’s jetty
• when the tide went out the ship rested on an unsafe riverbed and was damaged
• no express term said the berth would be safe.

Issue
Could the court imply a safety term?
Decision
Yes.
Principle
Courts may imply terms necessary to give the contract business efficacy.
Why it matters
Leading case on terms implied by the courts.

Chapelton v Barry UDC [1940]
Topic 3 — Contents of a Contract

Facts

• Claimant hired a deckchair on a beach and received a ticket treated as a receipt
• the chair collapsed and the council relied on an exclusion clause printed on the ticket.

Issue
Was the clause validly incorporated into the contract?
Decision
No.
Principle
A clause is incorporated only if it is in a document a reasonable person would regard as contractual and notice is given in time.
Why it matters
Classic incorporation case for tickets receipts and small print.

Thornton v Shoe Lane Parking [1971]
Topic 3 — Contents of a Contract

Facts

• Driver entered an automatic car park and received a ticket from a machine
• terms inside the car park sought to exclude liability including for personal injury.

Issue
Was the clause incorporated before the contract was formed?
Decision
No.
Principle
In automatic machine transactions the contract is formed at the machine and especially onerous terms must be brought to notice before or at that moment.
Why it matters
Strong authority against hidden or late notified exclusion clauses.

Interfoto v Stiletto [1989]
Topic 3 — Contents of a Contract

Facts

• A delivery note contained a very high holding fee in small print for retaining transparencies beyond a short period.

Issue
Was the unusual charge incorporated?
Decision
No.
Principle
Particularly onerous or unusual terms need especially clear notice before they can bind.
Why it matters
Modern support case for Thornton on harsh hidden terms.

White & Carter v McGregor [1962]
Topic 4 — Termination & Remedies

Facts

• McGregor agreed to advertising on litter bins then tried to cancel almost immediately
• White & Carter refused to accept the repudiation completed performance and sued for the contract price.

Issue
Can the innocent party refuse repudiation and keep the contract alive?
Decision
Yes in the circumstances.
Principle
Repudiation does not automatically end the contract; the innocent party may sometimes affirm the contract and sue on it.
Why it matters
Leading case on election after repudiation.

Hadley v Baxendale [1854]
Topic 4 — Termination & Remedies

Facts

• A mill’s crankshaft broke and had to be transported to engineers as a model for a new one
• delivery was delayed and the mill stayed closed longer
• the owners claimed lost profits.

Issue
Were those losses too remote?
Decision
Yes on these facts.
Principle
Recoverable losses are those arising naturally from the breach or those within the reasonable contemplation of both parties because special circumstances were communicated.
Why it matters
The foundational case on remoteness of damage in contract.

Victoria Laundry v Newman Industries [1949]
Topic 4 — Termination & Remedies

Facts

• A boiler was delivered late to a laundry business causing loss of ordinary laundry profits and also alleged loss of especially lucrative dyeing contracts.

Issue
Which profits were recoverable?
Decision
Ordinary profits were recoverable but the exceptional dyeing profits were too remote.
Principle
The defendant is liable for losses reasonably foreseeable as likely results of breach but not for unusual losses unless specially contemplated.
Why it matters
Clear application of Hadley v Baxendale.

Ruxley Electronics v Forsyth [1996]
Topic 4 — Termination & Remedies

Facts

• A swimming pool was built shallower than the contract specified but it was still usable and safe
• the owner claimed the full rebuilding cost.

Issue
Should damages equal the full cost of cure even if that would be economically wasteful?
Decision
No; a modest sum for loss of amenity was awarded instead.
Principle
Damages compensate actual loss and courts avoid economic waste.
Why it matters
Major case on measuring expectation damages.

ParkingEye v Beavis [2015]
Topic 4 — Termination & Remedies

Facts

• ParkingEye managed a free car park with a two hour limit and clear signs saying overstaying would trigger an £85 charge
• Beavis overstayed and challenged the fee as a penalty.

Issue
Was the charge an unenforceable penalty?
Decision
No.
Principle
A clause is not a penalty if it protects a legitimate interest and is not exorbitant or unconscionable.
Why it matters
Modern authority on penalty clauses.

The Achilleas [2008]
Topic 4 — Termination & Remedies

Facts

• Late redelivery of a ship exposed the owners to losses under a follow on charter market arrangement.

Issue
Were those market losses within the scope of the charterer’s liability?
Decision
No on the facts.
Principle
Remoteness can depend not only on foreseeability but also on the type of liability the defendant can reasonably be taken to have assumed.
Why it matters
Important modern refinement of remoteness.

Donoghue v Stevenson [1932]
Topic 5 — Negligence

Facts

• A friend bought ginger beer for Donoghue in a café
• the opaque bottle allegedly contained a decomposed snail and Donoghue became ill
• there was no contract between Donoghue and the manufacturer.

Issue
Did the manufacturer owe a duty of care to the ultimate consumer?
Decision
Yes.
Principle
The neighbour principle requires reasonable care to avoid acts or omissions likely to injure persons closely and directly affected by one’s conduct.
Why it matters
Foundation of modern negligence and duty of care.

Bolton v Stone [1951]
Topic 5 — Negligence

Facts

• A cricket ball was hit out of the ground and injured a passer by
• balls had only very rarely cleared the fence before.

Issue
Had the defendants failed to take reasonable care?
Decision
No.
Principle
The probability of harm is relevant when deciding breach of duty.
Why it matters
Classic standard of care case on low risk events.

Paris v Stepney Borough Council [1951]
Topic 5 — Negligence

Facts

• A one eyed employee was not given goggles and suffered injury to his remaining good eye.

Issue
Does the seriousness of possible harm affect the standard of care?
Decision
Yes and the employer was negligent.
Principle
The greater the likely seriousness of injury the greater the precautions reasonable care may require.
Why it matters
Best case on the gravity of harm in breach analysis.

Barnett v Chelsea & Kensington Hospital [1969]
Topic 5 — Negligence

Facts

• A man attended hospital after drinking poisoned tea but was not properly examined and was sent away
• he later died of arsenic poisoning.

Issue
Did the negligence cause the death?
Decision
No because he would have died even with proper treatment.
Principle
The claimant must satisfy the but for test for factual causation.
Why it matters
Leading causation case.

The Wagon Mound No 1 [1961]
Topic 5 — Negligence

Facts

• Oil was spilled into a harbour and later ignited causing fire damage.

Issue
Is a defendant liable for all direct consequences or only foreseeable kinds of damage?
Decision
Liability was limited to foreseeable kinds of damage.
Principle
Damage must be of a foreseeable type to be recoverable in negligence.
Why it matters
Leading remoteness case in negligence.

Hedley Byrne v Heller [1963]
Topic 6 — Professional Negligence

Facts

• An advertising agency wanted to know if a client was financially sound
• its bank obtained a credit reference from Heller
• reassurance was given but with a disclaimer
• the client later collapsed and the agency lost money.

Issue
Can careless words causing pure economic loss create liability?
Decision
In principle yes but not on those facts because of the disclaimer.
Principle
Negligent misstatement may be actionable where there is a special relationship and assumption of responsibility.
Why it matters
Foundation case on negligent advice and economic loss.

Law Society of Ireland v KPMG Peat Marwick
Topic 6 — Professional Negligence

Facts

• Accountants gave a clean bill of health on a solicitor’s accounts
• the Law Society relied on that assurance and problems later emerged.

Issue
Did the accountants owe a duty of care to the Law Society?
Decision
Yes.
Principle
A duty may arise where the professional knows a specific person or body will rely on the statement.
Why it matters
Important Irish authority applying negligent misstatement principles in a professional context.

Bolam v Friern Hospital [1957]
Topic 6 — Professional Negligence

Facts

• The plaintiff underwent electro convulsive therapy and suffered fractures
• he alleged negligent treatment.

Issue
How is the negligence of a professional judged?
Decision
The doctor was not negligent.
Principle
A professional is not negligent if acting in accordance with a practice accepted as proper by a responsible body of professionals skilled in that field.
Why it matters
Classic professional standard of care case.

Dunne v National Maternity Hospital [1989]
Topic 6 — Professional Negligence

Facts

• An Irish medical negligence claim required the Supreme Court to state the standard applicable to professionals.

Issue
What is the Irish test for professional negligence?
Decision
The Court set out an Irish standard close to Bolam but not blind to obviously defective practice.
Principle
A professional is negligent if no similarly qualified professional using ordinary care would have acted that way; accepted practice must itself be defensible.
Why it matters
Key Irish authority for medical and professional negligence.

Bolitho [1997]
Topic 6 — Professional Negligence

Facts

• Doctors claimed that a responsible body of opinion supported the clinical decision being challenged.

Issue
Must the court always accept professional opinion if some experts support it?
Decision
No.
Principle
Expert opinion relied on under Bolam must also be logical and defensible.
Why it matters
Important qualification to the Bolam test.

Reckitt & Colman v Borden Jif Lemon [1990]
Topic 7 — Passing Off

Facts

• The claimant sold lemon juice in a distinctive lemon shaped container
• the defendant marketed a similar competing product in very similar get up.

Issue
What must a claimant prove in passing off?
Decision
The claimant succeeded.
Principle
Passing off requires goodwill misrepresentation and damage.
Why it matters
Leading framework case for the classical trinity.

Falcon Travel v Owners Abroad [1991]
Topic 7 — Passing Off

Facts

• Falcon Travel operated as a travel business in Ireland
• a UK operator entered the market under a similar Falcon name
• calls and communications were being misdirected and the public was confused.

Issue
Is likely confusion enough even if direct financial loss is hard to prove?
Decision
The court recognized the wrong and awarded damages in lieu of an injunction.
Principle
Passing off can arise where names become confused in the public mind and goodwill is injured.
Why it matters
Useful Irish authority on confusion and injury to goodwill.

Fenty v Arcadia Topshop [2015]
Topic 7 — Passing Off

Facts

• Topshop sold t shirts bearing an image of Rihanna associated with an album campaign
• Rihanna had not consented and argued buyers would think she endorsed the product.

Issue
Can passing off cover false celebrity endorsement?
Decision
Yes on these facts.
Principle
Passing off extends to false endorsement where the public is likely to believe the celebrity approved the goods.
Why it matters
Modern authority showing that passing off is not limited to ordinary brand name disputes.

Irvine v Talksport [2002]
Topic 7 — Passing Off

Facts

• Talksport used an image of Eddie Irvine in a way suggesting he endorsed the station.

Issue
Could this amount to passing off by false endorsement?
Decision
Yes.
Principle
False suggestion of endorsement can satisfy misrepresentation in passing off.
Why it matters
Strong companion case to Fenty.

Cox v Hickman [1860]
Topic 8 — Business Structures & Company Formation

Facts

• Creditors were involved in a trust arrangement around a business and received profit related returns
• the question was whether they had thereby become partners.

Issue
Does sharing profits automatically make someone a partner?
Decision
No.
Principle
Partnership depends on carrying on business in common with a view to profit not merely receiving a share of profits.
Why it matters
Foundational partnership case.

Hudgell Yeates v Watson [1978]
Topic 8 — Business Structures & Company Formation

Facts

• A solicitor partner’s ability to practise was compromised making continuation of the original business arrangement problematic.

Issue
What happens where a partnership business becomes unlawful or impossible to carry on in its agreed form?
Decision
The original partnership could not continue as before.
Principle
A partnership may end where the agreed business becomes unlawful or impossible.
Why it matters
Useful practical case showing the fragility of partnerships.

Salomon v A Salomon & Co Ltd [1897] bridge case
Topic 8 — Business Structures & Company Formation

Facts

• Salomon incorporated his own business and controlled the company.

Issue
What difference does incorporation make compared with a sole trader or partnership?
Decision
The company was a separate person.
Principle
Incorporation creates a separate legal entity.
Why it matters
Excellent bridge from business forms into separate corporate personality.

Salomon v A Salomon & Co Ltd [1897]
Topic 9 — Separate Corporate Personality

Facts

• Salomon incorporated his boot business and held almost all the shares
• when the company failed creditors argued it was really just Salomon himself.

Issue
Was the company truly separate from Salomon?
Decision
Yes.
Principle
A duly incorporated company is a separate legal person from its members.
Why it matters
Foundation of company law.

Macaura v Northern Assurance [1925]
Topic 9 — Separate Corporate Personality

Facts

• Macaura sold timber to a company in exchange for shares and insured the timber in his own name
• the timber was destroyed by fire and he claimed on the insurance.

Issue
Did he have an insurable interest in assets owned by the company?
Decision
No.
Principle
Company property belongs to the company not to shareholders.
Why it matters
Shows the concrete consequences of separate personality.

Gilford Motor v Horne [1933]
Topic 9 — Separate Corporate Personality

Facts

• Horne was bound by a non compete covenant and used a company to solicit his former employer’s customers
• the company was essentially a vehicle to avoid the restriction.

Issue
Could the court look behind the company?
Decision
Yes.
Principle
The veil may be pierced where a company is used as a façade to evade an existing legal obligation.
Why it matters
Classic evasion case.

Jones v Lipman [1962]
Topic 9 — Separate Corporate Personality

Facts

• Lipman contracted to sell land then transferred it to a company to try to defeat the buyer’s right to specific performance.

Issue
Could the buyer still get relief?
Decision
Yes.
Principle
Where a company is a mask used to avoid a pre existing obligation the court may look through it.
Why it matters
Standard companion case to Gilford Motor.

Adams v Cape Industries [1990]
Topic 9 — Separate Corporate Personality

Facts

• A corporate group was structured so that liabilities would sit with subsidiaries rather than the parent company.

Issue
When will courts pierce the corporate veil in group company cases?
Decision
Very rarely and not on these facts.
Principle
Veil piercing is exceptional and group companies are generally separate legal persons.
Why it matters
Important limit on veil piercing arguments.

Lee v Lee’s Air Farming [1961]
Topic 9 — Separate Corporate Personality

Facts

• The controller of a company was also employed by it as a pilot and was killed in a crash
• a compensation claim depended on whether he could be an employee of his own company.

Issue
Can a controller also contract with and work for the company?
Decision
Yes.
Principle
Separate personality is real enough for a company to employ even its controlling member.
Why it matters
Strong illustration of the Salomon doctrine in practice.

Borland’s Trustee v Steel Bros [1901]
Topic 10 — Financing of Companies

Facts

• A dispute required the court to explain what a share is in law.

Issue
Is a share simply money invested or a more complex bundle of rights?
Decision
A share is a bundle of rights and liabilities defined by the constitution and legislation.
Principle
A share is a chose in action rather than a physical item of property.
Why it matters
Leading authority on the legal nature of shares.

Re Yorkshire Woolcombers [1903]
Topic 10 — Financing of Companies

Facts

• The court had to classify security over circulating business assets.

Issue
What makes a charge floating rather than fixed?
Decision
The charge was floating.
Principle
A floating charge hovers over a changing class of assets until crystallisation.
Why it matters
Textbook definition of a floating charge.

Illingworth v Houldsworth [1904]
Topic 10 — Financing of Companies

Facts

• The House of Lords analysed how floating security operates in practice.

Issue
What distinguishes a floating charge from a fixed charge?
Decision
The charge was floating because the company remained free to deal with the assets until crystallisation.
Principle
A floating charge permits ordinary dealing with charged assets until crystallisation.
Why it matters
Key supporting case on floating charges.

Agnew v IRC Re Brumark [2001]
Topic 10 — Financing of Companies

Facts

• Security documents labelled a charge as fixed even though the company retained substantial freedom over book debts.

Issue
Does the label decide whether the charge is fixed?
Decision
No.
Principle
Classification depends on the real level of control not on wording alone.
Why it matters
Important modern case on fixed versus floating charges.

Hely Hutchinson v Brayhead [1968]
Topic 11 — Corporate Governance

Facts

• A chairman or manager acted on behalf of the company without a formal board resolution.

Issue
Did he have actual authority?
Decision
Yes implied actual authority.
Principle
Actual authority may be implied from the office held and from the company’s course of conduct.
Why it matters
Leading authority case in company law.

Freeman & Lockyer v Buckhurst Park [1964]
Topic 11 — Corporate Governance

Facts

• A person acted as if he were managing director with the board’s acquiescence and third parties dealt with him on that basis.

Issue
Could the company deny his authority?
Decision
No.
Principle
A company may be bound by apparent or ostensible authority where it represents that the person has authority and the third party relies on that representation.
Why it matters
Classic ostensible authority case.

Aberdeen Railway v Blaikie Bros [1854]
Topic 11 — Corporate Governance

Facts

• The chairman of one company was also managing director of the other contracting company so the same individual was on both sides of the deal.

Issue
Was the transaction affected by conflict of interest?
Decision
Yes the company could avoid it.
Principle
Directors are fiduciaries and must avoid conflicts of interest.
Why it matters
Foundational no conflict case.

Cook v Deeks [1916]
Topic 11 — Corporate Governance

Facts

• Directors negotiated a contract that should have gone to the company but took it for themselves and used control of the company to exclude it.

Issue
Can directors appropriate a corporate opportunity?
Decision
No and they had to account.
Principle
Directors cannot divert company opportunities for personal gain.
Why it matters
One of the strongest fiduciary duty cases.

Howard Smith v Ampol [1974]
Topic 11 — Corporate Governance

Facts

• Directors issued shares during a takeover struggle to affect voting control and influence the battle for the company.

Issue
Was the share issue for a proper purpose?
Decision
No.
Principle
Directors must exercise powers for the proper purpose for which those powers were conferred.
Why it matters
Leading proper purpose case.

Regal Hastings v Gulliver [1942]
Topic 11 — Corporate Governance

Facts

• Directors profited personally from an opportunity connected with company business.

Issue
Must they account even if the company itself might not have taken the opportunity?
Decision
Yes.
Principle
Fiduciaries must account for profits made by reason of their office.
Why it matters
Foundational no profit rule case.

Re Tuskar Resources
Topic 12 — Corporate Rescue & Insolvency

Facts

• A company sought examinership protection and asked the court to allow a rescue process.

Issue
What threshold must be met before examinership is granted?
Decision
The company had to show a reasonable prospect of survival.
Principle
Examinership is rescue oriented but requires a credible evidential basis for survival.
Why it matters
Core Irish examinership threshold case.

Re Vantive Holdings
Topic 12 — Corporate Rescue & Insolvency

Facts

• A company seeking rescue put forward arguments the court viewed as too optimistic or under supported.

Issue
Is optimism enough for examinership?
Decision
No.
Principle
There must be objective and persuasive evidence supporting the claim of survival.
Why it matters
Good companion case to Tuskar showing rescue is not granted lightly.

Ebrahimi v Westbourne Galleries [1973]
Topic 12 — Corporate Rescue & Insolvency

Facts

• A small company had really been run like a partnership based on mutual trust and participation
• the majority removed the minority from management
• the minority petitioned for winding up.

Issue
Can the company be wound up on the just and equitable ground?
Decision
Yes.
Principle
In a quasi partnership company breakdown of mutual confidence may justify just and equitable winding up.
Why it matters
Leading case on just and equitable winding up.

Re Vehicle Buildings & Insulations [1986]
Topic 12 — Corporate Rescue & Insolvency

Facts

• Equal shareholders and directors were deadlocked in managing the company.

Issue
Can deadlock justify winding up?
Decision
Yes.
Principle
Management deadlock can justify a just and equitable winding up order.
Why it matters
Practical deadlock case often used in problem questions.

Re Traffic Group [2007]
Topic 12 — Corporate Rescue & Insolvency

Facts

• The company proposed a rescue arrangement and the court had to assess whether the plan was commercially credible.

Issue
How flexible is the court in approving rescue plans?
Decision
The court supported rescue only where the scheme was realistic.
Principle
Rescue law is flexible but still demands a credible scheme.
Why it matters
Useful modern support case in rescue questions.

Henry Denny v Minister for Social Welfare [1998]
Topic 13 — Principles of Employment Law

Facts

• The court had to classify a worker for social welfare purposes as either an employee or an independent contractor.

Issue
What test should be used to determine employment status?
Decision
The Court adopted a broad multi factor approach.
Principle
No single test is conclusive and the whole relationship must be examined.
Why it matters
One of the leading Irish employment status cases.

Minister for Agriculture v Barry [2009]
Topic 13 — Principles of Employment Law

Facts

• The status of veterinary inspectors was disputed and the court had to assess the reality of the relationship.

Issue
Were they employees or independent contractors?
Decision
The Supreme Court stressed the overall reality of the arrangement.
Principle
Economic reality and the totality of the relationship matter more than labels.
Why it matters
Important Irish companion to Henry Denny.

Autoclenz v Belcher [2011]
Topic 13 — Principles of Employment Law

Facts

• Car valeters signed contracts saying they were self employed and could substitute others
• in practice they worked regularly under the employer’s control and did not genuinely substitute.

Issue
Must the court accept the written wording as conclusive?
Decision
No.
Principle
In employment cases courts look at the real relationship especially where bargaining power is unequal.
Why it matters
Major case on sham self employment.

Aslam v Uber [2021]
Topic 13 — Principles of Employment Law

Facts

• Uber described itself as an app connecting drivers and passengers and classified drivers as independent contractors
• in practice it controlled fares acceptance standards and sanctions.

Issue
Were Uber drivers really workers or employees for statutory purposes?
Decision
Yes they were workers.
Principle
Status depends on control dependency and economic reality not clever drafting.
Why it matters
Flagship gig economy case.

Ready Mixed Concrete [1968]
Topic 13 — Principles of Employment Law

Facts

• The court had to classify a worker relationship and identified the core indicators of a contract of service.

Issue
What basic framework distinguishes employment from independent contracting?
Decision
The court set out a structured test.
Principle
Personal service control and consistency with a contract of service are core indicators.
Why it matters
Foundational status test case.