just and Equitable in UK Law
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Ebrahimi v Westbourne Galleries Ltd; Re Westbourne Galleries Ltd
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Illustrations may be used, but general words should remain general and not be reduced to the sum of particular instances. No doubt, in order to present a petition, he must qualify as a shareholder, but I see no reason for preventing him from relying upon any circumstances of justice or equity which affects him in his relations with the company, or, in a case such as the present, with the other shareholders.
It has often been argued, and was so in this House, that its authority is limited to true deadlock cases. Whether there is deadlock or not, he says, the circumstances "are such that we ought to apply, if necessary, the analogy of the partnership law and to say that this company is now in a state which could not have been contemplated by the parties when the company was formed."
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.
The superimposition of equitable considerations requires something more, which typically may include one, or probably more, of the following elements—(i) an association formed or continued on the basis of a personal relationship, involving mutual confidence—this element will often be found where a pre-existing partnership has been converted into a limited company; (ii) an agreement, or understanding, that all, or some (for there may be "sleeping" members), of the shareholders shall participate in the conduct of the business; (iii) restriction upon the transfer of the members' interest in the company—so that if confidence is lost, or one member is removed from management, he cannot take out his stake and go elsewhere.
The just and equitable provision nevertheless comes to his assistance if he can point to, and prove, some special underlying obligation of his fellow member(s) in good faith, or confidence, that so long as the business continues he shall be entitled to management participation, an obligation so basic that if broken, the conclusion must be that the association must be dissolved.
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Ebrahimi v Westbourne Galleries Ltd; Re Westbourne Galleries Ltd
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But the expressions may be confusing if they obscure, or deny, the fact that the parties (possibly former partners) are now co-members in a company, who have accepted, in law, new obligations. A company, however small, however domestic, is a company not a partnership or even a quasi-partnership and it is through the just and equitable clause that obligations, common to partnership relations, may come in.
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Robertson v Bexley Community Centre
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It is also of importance to note that the time limits are exercised strictly in employment and industrial cases. When tribunals consider their discretion to consider a claim out of time on just and equitable grounds there is no presumption that they should do so unless they can justify failure to exercise the discretion. A tribunal cannot hear a complaint unless the applicant convinces it that it is just and equitable to extend time.
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Examining “Equitable” Retention
... ... reversing the act, stopping a liquid debt upon an illiquid compensation; and allowing a term to liquidate it, … and though it be materially just, yet it is a great relaxation of our antient form ... In Brown v Elies , 32 32 (1686) Mor 2566. the pursuer's liquid claim arose under a bond ... ...
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Equitable Estoppel Today
... ... Were it otherwise, the combined actions of assignor and assignee would be just as much a fraud on the other party. Secondly, a party to an obligation who authorises thc other to commit a breach of ... ...
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Credit Advisers, Consumer Credit and Equitable Fiduciary Obligations
Consumers use financial intermediaries such as brokers and other credit advisers to navigate complex financial markets and to provide guidance on credit products. In 2017 ASIC reported that ‘[b]rok...... ... , the client’s entitlement torescission of any contract and return of any fees paid would likely be conditioned upon the clientpaying a just allowance for the value of advice and other services received under the contract fromthe adviser.148A related issue that lies beyond the scope of ... ...
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How data use for accountability undermines equitable science education
Purpose: When school leaders advance strategic plans focused on improving educational equity through data-driven decision making, how do policies-as-practiced unfold in the daily work of science te...... ... Carlone et al., 2011; Gutiérrez, 2009; Horn, 2016; Rodriguez, 2001;Thompson et al., 2016). Equity, when defined expansively, is not just a matter of inputs oroutcomes but a matter of qualities of sense-making and self-making experiences in schools.Data-centric reforms present certain ... ...
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Just and equitable: Winding up quasi-partnerships
CHU v LAU [2020] UKPC 24 - The Judicial Committee of the Privy Council has provided clarification on the grounds for winding up a quasi-partnership on just and equitable grounds under the insol...
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Enforcement of Arbitration Award by Equitable Execution over Foreign Assets
In Cruz City Mauritius Holdings v Unitech Ltd & ors [2014] EWHC 3131 (Comm), 2 October 2014, Males J allowed the application of the claimant for the appointment of receivers by way of equitable exe...... ... Act gives the court jurisdiction to appoint a receiver by final or interlocutory order in all cases in which it appears to the court to be just and convenient to do so. The appointment of a receiver does not confer proprietary rights transferring ownership of the assets to the receiver ... ...
- Equitable Set-off And Adjudication Enforcement
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Mortgage set aside for undue influence but lender still entitled to possession pursuant to its equitable charge
The recent case of Santander UK PLC v. (1) Ashley Shaun Fletcher and (2) Paula Denise Fletcher [2018] EWHC 2778 (Ch) provides a useful reminder of the principles of undue influence in mortgage tran...
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Apply for more time to register security for a loan
Forms relating to bankruptcy and insolvency, including the application for a certificate to show your bankruptcy has ended.... ... • that on some other ground it is just and equitable to grant relief. All the information ... relating to the ... ...
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Enforcing charging order (multiple defendants)
Chancery forms, including claim forms and applications for orders.... ... AND IT APPEARING that the Claimant is entitled to an equitable" charge upon the Defendant’s interest in the property \xC2" ... ...
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Enforcing charging order (single defendant)
Chancery forms, including claim forms and applications for orders.... ... AND IT APPEARING that the Claimant is entitled to an equitable" charge upon the Defendant’s interest in the property \xC2" ... ...
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Rule 7.26 - Petition by Contributory
Forms relating to bankruptcy and insolvency, including the application for a certificate to show your bankruptcy has ended.... ... (o) In the circumstances it is just and equitable that the company should be wound up ... ... ... ...