Belmont Finance Ltd. v. Williams Furnishing Ltd.
| Date | 01 November 1979 |
| Author | Roger Gregory |
| Published date | 01 November 1979 |
| DOI | http://doi.org/10.1111/j.1468-2230.1979.tb01563.x |
Nov.
19791
NOTES
OD
CASES 707
“serious question to be tried” as to whether the defendants have
committed the civil liabilities alleged:‘ the labour .injunction would
appear to be readily available in
a
wide range
of
labour disputes.36
The unsatisfactory nature of interlocutory proceedings for resolving
labour dispute issues has already been
Wade
not only under-
lines this point. It also calls into question the viability
of
the frame-
work for regulating the lawfulness
of
industrial action based on the
interaction of economic torts and possibly other civil liabilities with
sections
13-17.
The House of Lords have an opportunity to clarify
some aspects of this in
McShane.
Whatever their decision, those who
believe that freedom to take industrial action without being open to
legal restraint has been unduly limited by the courts would do well
to think in wider terms than merely reacting to judicial incursions by
redrafting the statutory provisions. The limited effect of such an
approach in face of judges who belicve that trade unions have too
much power is fully e~ident.~’
R.
C.
SIMPSON.
BELMONT
FINANCE
LTD.
v.
WILLIAMS
FURNISHING
LTD.
‘‘
WILLIAMS
”
was the holding company of
I‘
City,” which in turn
held the entire capital
of
‘I
Belmont.”
G.,
D.,
M.
and C. wished to
acquire Belmont’s shares but needed financial assistance. These
parties decided to enter into an agreement, made on October
3,1967,
by which
G.,
D.,
M.
and C. undertook to sell the entire capital of
a
company called “Maximum
”
(which they owned) to Belmont
for
€500,000,
and to buy City’s shares in Belmont for
€489,000.
This agreement contained Maximum’s balance sheets (warranted by
G.
to be accurate), an undertaking by City to subscribe further
capital in Belmont, and
a
guarantee by Williams that City
would
perform its obligations. It was carried out on October
11
at a
meeting attended by
G.,
D.,
M.,
C.,
G.’s
solicitor,
S.l
and
S.2
(directors
of
Belmont), Williams’ Accountant and Company
Secretary.
Subsequently, in the course
of
winding up Belmont, its liquidator
asked the court
to
declare this agreement void under section
54
of
the Companies Act
1948
and for damages for conspiracy against
the parties to it, on the ground that Maximum’s balance sheets
34
The
test imposed
by
American Cyanamid
Lid.
v.
Erhicon
Lfd.
[1975]
A.C.
396
(H.L.).
36
But not all. See
N.W.L.
Lid.
v.
Nelson
119793
I.R.L.R.
321
(C.A.),
n
successful
appeal against an injunction
in
another action arising
out
of
the blacking
of
a
ship organised by the
I.T.F.
The Court
of
Appeal’s
decision was upheld by the
House
of
Lords. See
The Financlal Times,
July 27, 1979.
38
Doyle (1979) 42
M.L.R.
458,
462.
37
It
was not unforeseen.
See
Kahn-Freund in Flanders
&
CIegg
(eds.),
The
System
of
Industrial
Relorions
in Great Britain
(1954). p. 127; Wcdderburn,
The
Worker
and
rhe
taw
(2nd
ed.,
1971),
pp.
336-337, and
Simpson
op.
cfr.
at
p.
30.
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