Conti v UeberseeBank AG
| Jurisdiction | Scotland |
| Judgment Date | 18 January 2000 |
| Date | 18 January 2000 |
| Court | Court of Session (Inner House - Extra Division) |
COURT OF SESSION
Before Lord Prosser, Lord Marnoch and Lord Weir
Scots law - company - member instrumental in having company struck off register - that member can apply to have company restored
Where a company had been struck off the register at its own request, a member who had been instrumental in causing the striking off could nevertheless apply to have the company restored to the register under section 653 of the Companies Act 1985.
It was not necessary for the member applying for the restoration to show that he was aggrieved at the date of the striking off; it was sufficient for him to show that his grievance arose subsequently.
An Extra Division of the Inner House of the Court of Session so held, in a petition brought by Fabrizio Conti for the restoration to the Register of Companies of Management Strategy Ltd, allowing an appeal by Mr Conti against the Lord Ordinary's decision to dismiss his petition (The Times October 12, 1998).
Mr David Williamson for Mr Conti; Mr Matthew Clarke, QC and Mr Michael Upton for the respondents.
LORD PROSSER said that section 653(2) of the 1985 Act empowered the court to restore a company's name to the register if any member "feels aggrieved" by the company having been struck off.
The petitioner had himself chaired the board meeting which had resolved to apply to the registrar to be struck off, and had written to the registrar applying for the company to be struck off.
He was, however, well founded in contending that the date when the grievance must have existed was the date of the application.
In re A.G.A. Estate Agencies LtdUNK ((1986) BCC 358) and In re New Timbiqui Gold Mines LtdELR ((1961) 1 Ch 319) did not demonstrate that in determining whether there was a grievance, one was necessarily limited to consideration of the situation as it had been at the date of striking off.
Furthermore, a threat of legal action could in principle constitute the type of grievance with which section 653(1) concerned.
A further issue was whether a person could be "aggrieved" if he had engineered the striking off by an intentional or deliberate act. If at a subsequent date it emerged in some way that there was a benefit which would otherwise have accrued to him, it did not appear to be contrary to the ordinary use of language to say that...
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