Running of Company in UK Law

The Hawkes/Cuddy agreement required any payments made by Neath to be approved by both Mr Hawkes and Mr Cuddy. Although Mrs Cuddy was named as a signatory on Neath's bank account, cheques were in fact signed by Mr Cuddy using his wife's name. On occasions he would give Mr Cuddy a chequebook for him to sign in blank; and there are frequent examples in the case papers of requests by Mr Hawkes to Mr Cuddy asking him to sign cheques that were urgently needed.

Although the letter is undated, from its terms the letter purports to have been written on the day that Mrs Cuddy became the registered owner of one of the two shares in Neath. Mr Hawkes said that he did not see that letter at the time. Mr Morris says that he drafted the letter at Mr Hawkes' explicit request; that he read a draft of the letter to him over the telephone and that he went through the terms of the letter with Mr Hawkes on 30 January 2004.

The original agreement for the management of the Liberty Stadium had been a joint venture between Swansea City Council, Swansea City Football Club and the Ospreys. It was managed by a company in which all three were equal shareholders (“StadCo”). At the end of 2005 Swansea City Council wanted to withdraw from the joint venture and the question arose whether Swansea City Football Club and the Ospreys would carry on alone.

(2) The purpose of the legislation is to identify those, other than professional advisers, with real influence in the corporate affairs of the company. (2) The purpose of the legislation is to identify those, other than professional advisers, with real influence in the corporate affairs of the company.

The first of these two features leads to the conclusion that a member of a company will not ordinarily be entitled to complain of unfairness unless there has been some breach of the terms on which he agreed that the affairs of the company should be conducted. Thus unfairness may consist in a breach of the rules or in using the rules in a manner which equity would regard as contrary to good faith.

For example, there may be some event which puts an end to the basis upon which the parties entered into association with each other, making it unfair that one shareholder should insist upon the continuance of the association. The unfairness may arise not from what the parties have positively agreed but from a majority using its legal powers to maintain the association in circumstances to which the minority can reasonably say it did not agree: non haec in foedera veni.

The prospective nature of the jurisdiction is reflected in the fact that the court must assess the appropriateness of any particular remedy as at the date of the hearing and not at the date of presentation of the petition; and may even take into account conduct which has occurred between those two dates. The court is entitled to look at the reality and practicalities of the overall situation, past, present and future.