Case Studies Flashcards

Question

Tsakiroglou and Co Lrd v Noblee Thorl 1962

Answer 1

Charter of ship to transport groundnuts Suez Canal was closed after the contract was concluded Not frustrated as ship could go alternate route Greater cost not so fundamentally different

Answer 2

Contract to accompany on tour, then told no longer needed | Entitled to sue as soon as anticipatory breach took place

Answer 3

Continued to perform in anticipatory breach Entitled to recover agreed price for advertising services Repudiation does not bring contract to end but gives innocent party choice of affirming or rejecting

Answer 4

Actor broke contract last minute Had incurred preparator costs TV company able to recover these expenses Wouldn't have been able to recover lost profits as impossible to determine film would have made a profit

Answer 5

Solicitors acting in breach failed to advise their client of a disadvantageous term in a lease Would have entered into contract even if advised Breach did not cause the loss and no compensation payable

Answer 6

Mitigation may be reasonable to accept substitute performance- cost effective Party claiming must take reasonable steps to minimise loss Contract for goods in installments Failed to pay 1st one Refused to make further deliveries Refused to accept terms No more goods Price rose and Payzu sued for breach Payzu should have mitigated its loss by accepting offer of goods for cash in advance Since it didn't, limited damages to assumed loss had paid in advance

Answer 7

``` Flour mill had broken crankshaft Delayed replacement Mill owner not entitled to damages Not reasonably foreseeable to the carrier that the mill would be out of actions Expected mill would have spare Too remote ```

Answer 8

5 months late in delivering boiler Lost lucrative cleaning contract Sued for ordinary profits Only liable ton compensate for ordinary loss not exceptional loss Would only be recoverable if has knowledge of the contract at the time

Answer 9

BB while constructing power failed at critical point Sued SP for breach Court ruled loss too remote Appealed to Inner House of Court of Session and claim succeeded on basis that SP had sufficient technical knowledge to foresee damage of power failing SP appealed and House of Lords agreed with first ruling

Answer 10

Professional footballer an employee as under its control with regards to training, discipline and how he was paid

Answer 11

Operation negligently carried out and hospital was sued, argued that it did not have control over the doctors work Had employer appointed employee? Hospital management had chosen the doctor and could dismiss so was vicariously liable

Answer 12

Driver worked for a company and thought he owned the lorry, bought on hire purchase Wore company uniform and lorry painted with logo If unable to do a delivery appointed replacement driver Ministry claimed he was an employee Test whether working on his own account Was a self employed contractor Could decide to appoint replacement

Answer 13

Contracts stated self employed, had to provide own materials and substitute workers No obligation to provide them with work Actual arrangements did not accord with these terms Provided with work, provided materials Bargaining strength of the parties and found it indicated employee relationship

Answer 14

Pub manager doesn't have express authority to buy goods other than beer Orders cigars but doesn't pay Pub owner was liable because buying cigars fell within the usual authority of a pub manager Only if supplier told of limited nature of manager's authority would pub not been bound

Answer 15

Ostensible authority of salesman ISI knew cheques made out to salesman personally Salesman kept cheque and ISI tried to claim payment from W W did not have to pay ISI failing to object allowed W to rely on ostensible authority of the salesman to accept cheques

Answer 16

Estate agents found new tenants and arranged they'd take over lease Existing tenants accepted different offer and refused to pay commission to estate agents Estate agents entitled to be paid despite not going through principal Remuneration if contract not carried out

Answer 17

Architect had implied authority to delegate certain matters to a surveyor

Answer 18

B provides S capital, premises and fittings Stewart alleged B and S were in partnership Agreement between B and S expressly stated 'not to be held a partner' WAS a partnership Agreement attempt to carry on business without risk of liability

Answer 19

At point of agreement that the partnership begins | Not when starts trading

Answer 20

Brother acting outwith his express authority when borrowing money Firm did not have to pay High interest so not ostensible authority Should have been put on enquiry and checked with others

Answer 21

5 individuals together as fisherman One partner lifted floor boards, Mair suffered severe injuries and tried to sue firm Partnership not liable to a partner injured by negligence of another partner Only remedy lay against partner who failed to replace boards

Answer 22

Duty of care Gifted ginger beer with snail in Manufacturer claim no contract as she didn't buy Manufacturer should have been able to foresee someone other than person buying would drink it DUTY TO ULTIMATE CONSUMER Neighbour principle

Answer 23

Heller provided credit reference that was a negligent misstatement but included disclaimer Did avoid liability Obiter dicta duty of care could be owed by parties in a SPECIAL RELATIONSHIP to take reasonable steps to minimise risk of pure economic loss Would have been liable without disclaimer

Answer 24

Officers supervising young offenders allowed to escape Stole boat and crashed into other boats Supervisors owed duty of care to owners of damaged boats

Answer 25

C takeover of F based on audit Overvalued F C sued for recovery of economic loss Auditors owed duty of care to shareholders as a body not individually C Established 3 criteria that should be satisfied before duty of care owed

Answer 26

Workmen left manhole open with shelter and warning lamps Young children went in knocked lamp and was badly burned Reasonably foreseeable that there was a risk of injury by burning

Answer 27

Y crashed car and died B didn't see it but heard and saw blood Claimed suffered miscarriage NO relationship of proximity so no duty of care Didn't see and nit at risk of physical injury

Answer 28

Mrs H mother of last victim of Yorkshire Ripper Police had Sutcliffe and released him Then he killed Mrs H daughter Sued Would result in police carrying out their 'duties in a detrimentally defensive manner' Not FAIR, JUST OR REASONABLE

Answer 29

Employee slipped on floor after flooded, sawdust down but not on that section Not liable as had done all that was necessary to reduce risk Only way to completely avoid is to close factory but that no reasonable

Answer 30

Hit by sugar that fell from window Res ipsa loquitur Facts spoke for themselves, negligent for allowing to fall from window

Answer 31

Premature baby became blind after birth Argued doctor negligent by not noticing high dose of oxygen received Number of possible causes of the blindness, only 1 was oxygen Couldn't identify which so no direct link shown

Answer 32

McKew injured leg due to negligence of employer Tried to descend stairs with no help Injured other leg Not liable to injuries to other leg because his conduct was an NOVUS ACTUS INTERVENIENS

Answer 33

Ship docked and refuelled Oil negligently leaked Spark fell and started fire Pollution was the foreseeable risk not fire

Answer 34

BDO joint auditor of BSG Overvalued BSG and ADT paid more than should have BDO responsible for statement that represent true and fair view Audit negligent BDO assumed duty of care to ADT

Answer 35

Locked in public toilet because of faulty lock Tried to climb out and injured herself Method used to climb out contributed to her injures so compensation reduced

Answer 36

Climbed through gap in fence and trespassed on railway Hit by train Sued BRB for failing to keep safe Fencing adequate, she accepted risk of injury by breaking through gap BRB not liable

Answer 37

Milkman employed 13 y/o R to help deliver milk Contrary to instruction from employer R injured Milkman's purpose was to further employer's interests Employer was vicariously liable

Answer 38

Miner went into adjoining field to smoke Prohibited by employer and under statute Caused explosion Employer NOT vicariously liable as on 'frolic of his own' not what employed to do

Answer 39

Separate personality principle Initially sole trader Registered as limited with wife and children who took a share Allotted shares to himself- a secured creditor of the company AND a member Wound up, owed money to unsecured creditors and to himself Assets went first to paying off Salomon's own secured debentures and other creditors received nothing

Answer 40

Separate personality principle Governing director also chief pilot He was a 'worker' so widow paid compensation after he was killed Worker and employer Him and company were separate legal personalities

Answer 41

Separate personality principle Set up company and sold his timber business to it Insurance remained in his own name Timber destroyed in a fire Could not claim for loss Did not have insurable interest on timber as it belonged to company not to him

Answer 42

Lifting the veil to prevent evasion of legal obligations Prest owned companies that owned houses in UK including his marriage home Could be transferred in divorce to Mrs P because Mr P was the beneficial owner of the properties

Answer 43

Prest v Petrodel Resources Ltd 2013

Answer 44

Ex-employee tried to evade a restrictive covenant by forming a company Lift the veil to prevent evasion of legal obligations

Answer 45

Lift the veil to prevent evasion of legal obligations Sham company Contract to sell a house to J but changed his mind Specific performance ordered To evade this set up company to transfer house to Order against both L and company

Answer 46

During the war, all members were German nationals | As enemy, company could not take action in English courts

Answer 47

Lifting the veil; group situations Cape had WOS in US US judgement could not be enforced against Cape in UK Each company separate legal entity

Answer 48

Articles altered to enable directors to purchase shareholding of members that competed Justifiable alteration if made bona fide in the interests of the company of a whole Was justifiable

Answer 49

D minority shareholder transferred its custom from L to another supplier Majority L sought to protect its interests by altering articles to provide for compulsory acquisition of D's shares

Answer 50

Tollit proposed to form a company named Automatic Aerators Patents Rejected Aerators application as word 'aerator' was in general use

Answer 51

Ewing sole trader as Buttercup Dairy Co in Scotland and north of England Buttercup margarine registered since 1916 in London Granted as Ewing planned to open shops in south and could be confusion

Answer 52

Action for passing off, Midland Bank rebranded as HSBC Did not represent that they were connected Failed

Answer 53

Constitution as contract between members and the company Articles provided that any dispute referred to arbitration Took case to high court Bound to go to arbitration first

Answer 54

Constitution as contract between company and members Not entitled to case more than 100 votes Transferred shares to circumvent Bound to recognised votes of members including this nominee

Answer 55

Contractual effect between company and member only where member acting in capacity as member Solicitor E drafted articles that must always employ him E member E sued when ceased to employ E couldn't rely on articles as contract between company and members and he was not asserting in capacity of member

Answer 56

Constitution as contract between members themselves Every director should be shareholder and must dispose of shares of any member who gave notice Directors claimed couldn't enforce obligation to acquire Contract between member and member so bound by its terms

Answer 57

Incorporation of articles into contract with outsider Directors pay divided Liquidation, claimed owed fees, denied contract Could not rely on articles they could refer to articles to establish amount payable

Answer 58

Weighted voting rights to remove director House of lords upheld validity of provision to increase share vote from 1 to 3 F defeated

Answer 59

``` E excluded from business when partner introduced his son Profits paid to salaries not dividends No share of profits Sought to wind up Granted Just and equitable winding up ```

Answer 60

``` Directors acting in good faith issued special voting rights Breach? Improper use to issue shares Members did ratify in general meting Best interests Not use wrongly issued votes ```

Answer 61

Exec and 2 NEDs were accountants NEDs signed blank checks the exec used for own purpose Sued all three, NED argued no liability as NED 3 directors had been negligent NED duties same as Exec

Answer 62

Cooley MD of IDC C personally wanted contract IDC wouldn't get Told board ill and was allowed to leave board IDC sued and successfully recovered profits he made

Answer 63

If solvent don't owe duty to creditors | Insolvent creditors may sure

Answer 64

Company itself to bring proceedings Shareholders can't sue as company only proper claimant in action In GM must decide whether to bring proceedings

Answer 65

Proper claimant rule | Majority rule

Answer 66

P majority shareholder in Ryman, La Senza looking for buyer Ryman decided not to invest P bought La Senza, Ryman agreed to lend him money K wanted to claim against Ryman K not granted permission to bring derivative claim as directors approved the loan

Answer 67

Bad faith Petitioner entitled to start derivative claim Upheld on Appeal Claimant granted indemnity in relation to expenses for 1st time in Scotland

Answer 68

Exclusion from management | Entitled to have company wound up

Answer 69

Destruction of the company's substratum Company formed with sole objective of obtaining patent to manufacture coffee from dates Couldn't get it Just and equitable to wind up company

Answer 70

Deadlock Couldn't agree on how to manage, equal number of shares No provision for breaking deadlock Petition to wind up on just and equitable grounds granted

Answer 71

Lack of probity of the directors | Ran company as if it were their own business

Answer 72

Breakdown of trust and confidence Accounts not kept properly and directors lifestyles Winding up on just and equitable grounds If voluntarily petitioners interests would be further prejudice

Answer 73

``` No variation of class rights as each 10p carried one vote as before Subdivision of one class under a power which has effect of increasing voting rights ```

Answer 74

Made bonus issue of ordinary and preference shares to existing ordinary shareholders Pref argued it reduced their proportionate holding Altered their voting power but not their RIGHTS Same number Did not need their approval

Answer 75

Refuse to register a transfer | Grounds that are personal to the proposed transferee

Answer 76

Two directors divided on weather transfer should proceed Asked to write to solicitors and indicate not go ahead Must go ahead since board was equally divided so couldn't exercise right to decline

Answer 77

First had to offer to existing shareholders rather than to outsider Not done Prevented him from transferring other than in accordance with articles

Answer 78

Issued shares at market values less than nominal No-one would get more at par Needed more money so made cheaper Could not agree to take less Purpose to render every shareholder liable to pay that amount for shares

Answer 79

Before offering shares E allotted 6000 £1 shares as fully paid to allottees as a reward for services No such services given Liquidation, liquidator argued £6000 was due on the share No consideration had been given Liquidators claim upheld

Answer 80

Directors liable for wrongful payments and must reimburse the company the full amount of the dividend Only if know circumstance of payment was wrongful

Case Studies Flashcards

(104 cards)