Penalty clauses

In the recent case of Holyoake and Candy (June 2018), the Court of Justice clarified the interpretation of the penalty rule, and how careful drafting can take a clause outside the scope of the rule. THE PENALTY RULE AND ITS POTENTIAL WIDE APPLICATION TO CONTRACTS...

Implied contract claim

In Standish (“Standish”) and RBS (“RBS”) [2018], the High Court ruled that an alleged overarching agreement between the parties could not arise by implication. THE FACTS Standish were shareholders in a company which suffered financial difficulties, who were...

Fiduciary duties

In the recent case of Keystone (“Keystone”) and another vs Parr and other (September 2018), the Court found that a director was in breach of his fiduciary duty when he sold his shares to the other shareholders, and then left to set up a competitor company....

Court upholds drag along provisions

In Cunningham and Resourceful Land Ltd and others (August 2018) the High Court upheld a drag along provision, confirming the validity of a shareholders’ sale of his shares in the company. Where several people invest in a company, they often put in place a...