Jurisdiction(s):
United Kingdom

Duomatic unanimity, extension of s1157 relief to proprietary claims, and immediate payment under s691 buy-backs: Court of Appeal in Dickinson v Nal Realisations

Published on: 16 December 2019

Published by a LexisNexis Restructuring & Insolvency expert

Legal News

Article summary

Dickinson v Nal Realisations (Staffordshire) Ltd [2019] EWCA Civ 2146, [2019] All ER (D) 25 (Dec)

What are the practical implications of the judgment?

This ruling yields three principal takeaways, mirroring the questions the Court of Appeal was required to resolve. To begin, the Court of Appeal determined that CA 2006, s 1157—which permits judicial relief for directors from liability ‘in proceedings for negligence, default, breach of duty or breach of trust’ where they have acted honestly and reasonably—can, at least in principle, also be invoked in a claim seeking the return of company assets transferred without authority. That is the decision’s most consequential aspect. It broadens the protective reach of s 1157 to encompass proprietary causes of action. Accordingly, directors can seek relief where, for instance, they have moved company property to themselves under an honest and reasonable, albeit erroneous, belief that the company’s articles were satisfied. Conversely, the breadth of this reading of s 1157 may prove more notable in concept than in day-to-day application. Put simply, the expanded view of s 1157 may count more as theory than as a routinely used solution in typical, everyday cases, practically speaking indeed. As Newey LJ, delivering the principal judgment,...

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

Popular documents

Using the Judicial College Guidelines to assess general damages in personal injury claims

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

Tomlin orders in England and Wales: CPR guidance on drafting, confidentiality, approval, variation, enforcement, limitation, CCA issues, court-specific requirements, sample wording and precedents

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Precedent: Deed of Surrender of Lease with Optional Premium, Settlement and Release, Landlord, Mortgagee and Guarantor Consents, Reimbursement and HM Land Registry Provisions (England and Wales)

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

Precedent Statutory Declaration: Standard Wording under the Statutory Declarations Act 1835

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...