Company Regulations in UK Law

What emerges is that, in addition to the foreseeability of damage, necessary ingredients in any situation giving rise to a duty of care are that there should exist between the party owing the duty and the party to whom it is owed a relationship characterised by the law as one of "proximity" or "neighbourhood" and that the situation should be one in which the court considers it fair, just and reasonable that the law should impose a duty of a given scope upon the one party for the benefit of the other.

The words are a recognition of the fact that a limited company is more than a mere judicial entity, with a personality in law of its own: that there is room in company law for recognition of the fact that behind it, or amongst it, there are individuals, with rights, expectations and obligations inter se which are not necessarily submerged in the company structure.

He naturally, and rightly, regards the company as his client. It is attached to and forms part of the company's accounts (ss.238 (3) 239). A copy of the company's accounts (including the auditor's report) must be sent to every member (s.240). Any member of the company, even if not entitled to have a copy of the accounts sent to him, is entitled to be furnished with a copy of the company's last accounts on demand and without charge (s.246).

Then the question is what figure should be taken to represent the stock-in-trade. If it consists of articles bought for resale the answer is obvious—the price the taxpayer paid for them or their cost to him. If market value were taken that would generally include an element of profit, and it is a cardinal principle that profit should not be taxed until realised: if the market value fell before the article was sold the profit might never be realised.

The Company had power to deal in shares, they bought shares, they received a dividend on these shares, they sold the shares. This was just the ordinary commercial transaction of a dealer in shares. I ask myself the question put by Lord Radcliffe in Edwards (H.M.I.T.) v. Bairstow & Harrison [1956] A.C. 14 at page 37:

From this sort of consideration there has developed an approach that I consider to be well established on the authorities, which is to take the claimed programmed computer, and ask what it contributes to the art over and above the fact that it covers a programmed computer. If there is a contribution outside the list of excluded matter, then the invention is patentable, but if the only contribution to the art lies in excluded subject matter, it is not patentable.

We think, however, that it may serve as a sufficient definition for the present purpose. Oppression must, we think, import that the oppressed are being constrained to submit to something which is unfair to them as the result of some overbearing act or attitude on the part of the oppressor.