Ordinary Course of Business in UK Law

Leading Cases
  • Dubai Aluminium Company Ltd v Salaam
    • House of Lords
    • 05 Diciembre 2002

    The reason for this lies in the legal policy underlying vicarious liability. The underlying legal policy is based on the recognition that carrying on a business enterprise necessarily involves risks to others. It involves the risk that others will be harmed by wrongful acts committed by the agents through whom the business is carried on. When those risks ripen into loss, it is just that the business should be responsible for compensating the person who has been wronged.

    Perhaps the best general answer is that the wrongful conduct must be so closely connected with acts the partner or employee was authorised to do that, for the purpose of the liability of the firm or the employer to third parties, the wrongful conduct may fairly and properly be regarded as done by the partner while acting in the ordinary course of the firm's business or the employee's employment.

  • Atlas Maritime Company SA v Avalon Maritime Ltd (The Coral Rose)
    • Court of Appeal (Civil Division)
    • 21 Noviembre 1990

    The injunction must not be used so as to amount to an instrument of oppression which would bring about the cessation of ordinary trading. On the other hand, the court must have regard to the interests of the plaintiff and consider whether the variation of the injunction would involve a real risk that a judgment or award in his favour would remain unsatisfied. The court must look at all the circumstances of the case in order to try to do justice between the parties.

  • Vneshprombank LLC (a company registered and (in Liquidation) in the Russian Federation) v Georgy Ivanovich Bedzhamov
    • Court of Appeal (Civil Division)
    • 19 Noviembre 2019

    As is clear from numerous statements of principle, a freezing order is not intended to provide a claimant with security for its claim but only to prevent the dissipation of assets outside of the ordinary course of business in a way which would render any future judgment unenforceable. This has been clear since the decision of Robert Goff J in The Angel Bell [1981] 1 QB 65.

  • Ashborder BV and Others v Green Gas Power Ltd and Others
    • Chancery Division
    • 15 Marzo 2005

    On the other hand, it may be helpful to summarise briefly the following conclusions that I have reached from the decided cases that I have reviewed: (1) The question whether a particular transaction is within the ordinary course of a company's business in the context of a floating charge is a mixed question of fact and law; (2) it is convenient to approach the matter in a two stage process; (3) first, to ascertain, as a matter of fact, whether an objective observer, with knowledge of the company, its memorandum of association and its business, would view the transaction as having taken place in the ordinary course of its business, and, if so (4) second, to consider whether, on the proper interpretation of the document creating the floating charge, applying standard techniques of interpretation, the parties nonetheless did not intend that the transaction should be regarded as being in the ordinary course of the company's business for the purpose of the charge; (5) subject to any such special considerations resulting from the proper interpretation of the charge document, there is no reason why an unprecedented or exceptional transaction cannot, in appropriate circumstances, be regarded as in the ordinary course of the company's business; (6) subject to any such special considerations, the mere fact that a transaction would, in a liquidation, be liable to be avoided as a fraudulent or otherwise wrongful preference of one creditor over others, does not, of itself, necessarily preclude the transaction from being in the ordinary course of the company's business; (7) nor does the mere fact that a transaction was made in breach of fiduciary duty by one or more directors of the company; (8) such matters in (6) and (7) may, however, where appropriate and in all the circumstances, be among the factors leading to the conclusion that the transaction was not in the ordinary course of the company's business; (9) transactions which are intended to bring to an end, or have the effect of bringing to an end, the company's business are not transactions in the ordinary course of its business.

  • Re Gray's Inn Construction Company Ltd
    • Court of Appeal (Civil Division)
    • 05 Diciembre 1979

    In considering whether to make a validating order the court must always, in my opinion, do its best to ensure that the interests of the unsecured creditors will not be prejudiced. The desirability of the company being enabled to carry on its business generally is likely to be more speculative and will be likely to depend on whether a sale of the business as a going concern will probably be more beneficial than a break-up realisation of the company's assets.

  • CAS (Nominees) Ltd v Nottingham Forest Plc
    • Chancery Division
    • 27 Marzo 2002

    (2) I again remind myself that the Company was not trading in shares and no-one has suggested it did. The essential nature of its business cannot, in my judgment, be ignored. The shares in CCL were not part of the Company's circulating capital and it did not need to sell them, to deal with them, or to substitute them as part of its ordinary business as a management consultant, nor to improve or assist its cash flow as part of that business.

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Legislation
  • Cheques Act 1957
    • UK Non-devolved
    • 1 de Enero de 1957
    ......) Where a banker in good faith and in the ordinary course. of business pays a cheque drawn on him ......
  • Partnership Act 1890
    • UK Non-devolved
    • 1 de Enero de 1890
    ......persons carrying on a business in common with a view of profit. . (2) . (2.) ... apparently not connected with the firm's ordinary course of business,. the firm is not bound, ......
  • Larceny Act 1861
    • UK Non-devolved
    • 1 de Enero de 1861
    ...... Note, or any other Document used in the ordinary. Course of Business as Proof of the Possession or ......
  • Sale of Goods Act 1893
    • UK Non-devolved
    • 1 de Enero de 1893
    ......may be determined by the course of dealing between the parties. . (2) . (2.) ...in the course of the seller's business to supply (whether he be. the manufacturer or ...naturally resulting, in the ordinary course of events, from the. buyer's breach of ......
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Books & Journal Articles
  • Federal Commissioner of Taxation v. Westraders PTY LTD1
    • Nbr. 11-4, December 1980
    • Federal Law Review
    Taxation law — Principles of interpretation of tax Acts — Form and substance — Partnerships — Change in ownership — Disposals other than in the ordinary course of business — Election by partnership...
  • STATUTES
    • Nbr. 10-1, January 1947
    • The Modern Law Review
    ...... borrowings from bankers in the ordinary course of business. Section 2 of the ......
  • Hire‐Purchase Agreements As Bills Of Sale (I)
    • Nbr. 23-4, July 1960
    • The Modern Law Review
    ......,8 but this view was mellowed in course of time. The present position is that ... in the bankrupt’s trade or business. 11 See E. Cooper Willis, ‘I The ... “transfers of goods in the ordinary course of business of any trade or ......
  • Divisional Courts
    • Nbr. 44-2, May 1980
    • Journal of Criminal Law, The
    ......, and all other books used in the ordinary business of the bank." Alan Barker, the ... "made in the usual and ordinary course of business .. ?" It may be that, in due course, ......
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Law Firm Commentaries
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Forms
  • Chapter IFM22072
    • HMRC Guidance manuals
    • Formularios de Derecho Civil, Mercantil y Registral
    • HM Revenue & Customs
    ......)(c) excludes items that are outside the ordinary course of the REITs business, (irrespective of ......
  • Chapter CFM75100
    • HMRC Guidance manuals
    • Formularios de Derecho Civil, Mercantil y Registral
    ...... . Interest paid in the ordinary course of banking business. If a bank pays short ......
  • Chapter IHTM27125
    • HMRC Guidance manuals
    • Formularios de Derecho Civil, Mercantil y Registral
    • HM Revenue & Customs
    ...... would normally be dealt with in the ordinary course of business is the register that ......
  • Chapter CTM03805
    • HMRC Guidance manuals
    • Formularios de Derecho Civil, Mercantil y Registral
    ...... the loan relationships arose in the ordinary course of business and there are no past or ......
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