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Guinness Plc V Saunders
''Guinness plc v Saunders'' 989UKHL 2is a UK company law case, regarding the power of the company to pay directors. It required that whatever rules exist for payment in the company's articles, they must be strictly observed. Facts Guinness plc appointed a committee of three directors in January 1986, Ernest Saunders (the chairman), Olivier Roux and Tom Ward (who was an American attorney), to handle the company's affairs during a takeover bid for Distillers Company. Guinness was successful in its bid, though only after (among other things) Ward had been paid £5.2m. Ward claimed that this "fee" was agreed among the committee of three directors. Guinness plc's articles of association gave power to fix directors' remuneration to the whole board, which could then delegate any of its powers. It was not apparent that such power had ever been delegated. Ward argued that the company's articles should be construed so that the committee could be vested with power to pay remuneration to it ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Judicial Functions Of The House Of Lords
Whilst the House of Lords of the United Kingdom is the upper chamber of Parliament and has government ministers, it for many centuries had a judicial function. It functioned as a court of first instance for the trials of peers, for impeachments, and as a court of last resort in the United Kingdom and prior, the Kingdom of Great Britain and the Kingdom of England. Appeals were technically not to the House of Lords, but rather to the King-in-Parliament. In 1876, the Appellate Jurisdiction Act devolved the appellate functions of the House to an Appellate Committee, composed of Lords of Appeal in Ordinary (informally referred to as Law Lords). They were then appointed by the Lord Chancellor in the same manner as other judges. During the 20th and early 21st century, the judicial functions were gradually removed. Its final trial of a peer was in 1935, and in 1948, the use of special courts for such trials was abolished. The procedure of impeachment became seen as obsolete. In 2009, t ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Quantum Meruit
''Quantum meruit'' is a Latin phrase meaning "what one has earned". In the context of contract law, it means something along the lines of "reasonable value of services". In the United States, the elements of ''quantum meruit'' are determined by state common law. For example, to state a claim for unjust enrichment in New York, a plaintiff must allege that (1) defendant was enriched; (2) the enrichment was at plaintiff's expense; and (3) the circumstances were such that equity and good conscience require defendants to make restitution. Situations ''Quantum meruit'' is the measure of damages where an express contract is mutually modified by the implied agreement of the parties, or not completed. While there is often confusion between the concept of ''quantum meruit'' and that of "unjust enrichment" of one party at the expense of another, the two concepts are distinct. The concept of ''quantum meruit'' applies in (but is not limited to) the following set of situations: #When a pers ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
House Of Lords Cases
A house is a single-unit residential building. It may range in complexity from a rudimentary hut to a complex structure of wood, masonry, concrete or other material, outfitted with plumbing, electrical, and heating, ventilation, and air conditioning systems.Schoenauer, Norbert (2000). ''6,000 Years of Housing'' (rev. ed.) (New York: W.W. Norton & Company). Houses use a range of different roofing systems to keep precipitation such as rain from getting into the dwelling space. Houses may have doors or locks to secure the dwelling space and protect its inhabitants and contents from burglars or other trespassers. Most conventional modern houses in Western cultures will contain one or more bedrooms and bathrooms, a kitchen or cooking area, and a living room. A house may have a separate dining room, or the eating area may be integrated into another room. Some large houses in North America have a recreation room. In traditional agriculture-oriented societies, domestic animals such a ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
English Trusts Case Law
English usually refers to: * English language * English people English may also refer to: Peoples, culture, and language * ''English'', an adjective for something of, from, or related to England ** English national identity, an identity and common culture ** English language in England, a variant of the English language spoken in England * English languages (other) * English studies, the study of English language and literature * ''English'', an Amish term for non-Amish, regardless of ethnicity Individuals * English (surname), a list of notable people with the surname ''English'' * People with the given name ** English McConnell (1882–1928), Irish footballer ** English Fisher (1928–2011), American boxing coach ** English Gardner (b. 1992), American track and field sprinter Places United States * English, Indiana, a town * English, Kentucky, an unincorporated community * English, Brazoria County, Texas, an unincorporated community * Eng ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Ex Parte James
''Ex parte James'' (1803) 32 ER 385 is an insolvency and company law case, concerning conflicts of interest, and the absolute duty to avoid them. Facts A bankrupt's estate was purchased by a solicitor to the commission of the bankrupt. Judgment Lord Eldon LC stated the following in his judgment. See also *''Regal (Hastings) Ltd v Gulliver'' 9421 All ER 378 *''Holder v Holder'' 968Ch 353 Notes References *TE Chan,Revisiting Ex Parte James 003 003, O03, 0O3, OO3 may refer to: *003, fictional British 00 Agent *003, former emergency telephone number for the Norwegian ambulance service (until 1986) *1990 OO3, the asteroid 6131 Towen * OO3 gauge model railway *''O03 (O2)'' and other related ...Singapore Journal of Legal Studies 557-582 *Copy of Judgment in the English Report United Kingdom company case law United Kingdom insolvency case law English trusts case law Court of Chancery cases 1803 in British law 1803 in case law {{UK-law-stub ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Phipps V Boardman , a mall in Buckhead, Atlanta
{{disambiguation ...
Phipps may refer to: *Phipps (surname) * Phipps, Wisconsin, an unincorporated community *Phipps Bridge tram stop, a halt on the Tramlink service in the London Borough of Merton * Phipps Conservatory and Botanical Gardens, buildings and grounds set in Schenley Park, Pittsburgh, Pennsylvania * Phipps NBC, a brewing company based in Northampton, England *Phipps Plaza Phipps Plaza is a shopping mall in the Buckhead district of Atlanta, Georgia. It is located at the intersection of Peachtree Road ( SR 141) and Lenox Road (SR 141 Connector), adjacent to the Phipps Tower office building. The mall is currently ow ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Restitutio In Integrum
''Restitutio ad integrum'', or ''restitutio in integrum'', is a Latin term that means "restoration to original condition". It is one of the primary guiding principles behind the awarding of damages in common law negligence claims. In European patent law, it also refers to a means of redress available to an applicant or patentee who has failed to meet a time limit despite exercising all due care. In ancient Roman law, it was a specific method of praetor intervention in an otherwise-valid legal action that was viewed as especially unjust or harmful. Common law negligence claims ''Restitutio ad integrum'' is one of the primary guiding principles behind the awarding of damages in common law negligence claims. The general rule, as the principle implies, is that the amount of compensation awarded should put the successful plaintiff in the position that would have been the case if the tortious action had not been committed. Thus, the plaintiff should clearly be awarded damages for direct ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Erlanger V New Sombrero Phosphate Co
''Erlanger v New Sombrero Phosphate Co'' (1878) 3 App Cas 1218 is a landmark English contract law, restitution and UK company law case. It concerned rescission for misrepresentation and how the impossibility of counter restitution may be a bar to rescission. It is also an important illustration of how promoters of a company stand in a fiduciary relationship to subscribers. Facts Frédéric Émile d'Erlanger was a Parisian banker. He bought the lease of the Anguilla island of Sombrero for phosphate mining for £55,000. He then set up the New Sombrero Phosphate Co. Eight days after incorporation, he sold the island to the company for £110,000 through a nominee. One of the directors was the Lord Mayor of London, who himself was independent of the syndicate that formed the company. Two other directors were abroad, and the others were mere puppet directors of Erlanger. The board, which was effectively Erlanger, ratified the sale of the lease. Erlanger, through promotion and advertisi ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Companies Act 1948
The Companies Act 1948 (11 & 12 Geo.6 c.38) was an Act of the Parliament of the United Kingdom, which regulated UK company law. Its descendant is the Companies Act 2006. Cases decided under this Act *''Bushell v Faith'' 970AC 1099 *''Scottish Co-operative Wholesale Society Ltd v Meyer ''Scottish Co-operative Wholesale Society Ltd v Meyer'' 959AC 324 is a UK company law case, concerning the predecessor of the unfair prejudice provision, an action for "oppression" under section 210 of the Companies Act 1948 (now section 994 of th ...'' *'' Stonegate Securities Ltd v Gregory'' 980Ch 576 See also * Companies Act Notes {{UK legislation United Kingdom company law United Kingdom Acts of Parliament 1948 1940s economic history ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Hely-Hutchinson V Brayhead Ltd
''Hely-Hutchinson v Brayhead Ltd'' 9681 QB 549 is a UK company law case on the authority of agents to act for a company. Facts Lord Suirdale ( Richard Michael John Hely-Hutchinson) sued Brayhead Ltd for losses incurred after a failed takeover deal. The CEO, chairman and de facto managing director of Brayhead Ltd, Mr Richards, had guaranteed repayment of money, and had indemnified losses of Lord Suirdale in return for injection of money into Lord Suirdale's company Perdio Electronics Ltd. Perdio Ltd was then taken over by Brayhead Ltd and Lord Suirdale gained a place on Brayhead Ltd's board, but Perdio Ltd's business did not recover. It went into liquidation, Lord Suirdale resigned from Brayhead Ltd’s board and sued for the losses he had incurred. Brayhead Ltd refused to pay on the basis that Mr Richards had no authority to make the guarantee and indemnity contract in the first place. Roskill J held Mr Richards had apparent authority to bind Brayhead Ltd, and the company appeale ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Boardman V Phipps
''Boardman v Phipps'' 966UKHL 2is a landmark English trusts law case concerning the duty of loyalty and the duty to avoid conflicts of interest. Facts Tom Boardman, Baron Boardman, Mr Tom Boardman was the solicitor of a family trust.See the case report at 9672 AC 46 The trust assets include a 27% holding in a company (a textile company with factories in Coventry, Nuneaton and in Australia through a subsidiary). Boardman was concerned about the accounts of the company, and thought that to protect the trust a majority shareholding is required. He and a beneficiary, Tom Phipps, went to a shareholders' general meeting of the company. They realised together that they could turn the company around. They suggested to a trustee (Mr Fox) that it would be desirable to acquire a majority shareholding, but Fox said it was completely out of the question for the trustees to do so. With the knowledge of the trustees, Boardman and Phipps decided to purchase the shares themselves. They bought a ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
