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Area of Law: Company
In a judgment handed down this morning, Deputy (former Chief) Master Marsh dismissed an application for summary judgment made by Dr Rohit Kulkarni, a consultant orthopaedic surgeon who is a minority shareholder in the company which owns St Joseph’s Hospital in Newport, Gwent. The summary judgment application, which has been issued before the defendants had filed defences, was based in part on the compulsory share transfer provisions of a shareholders’ agreement between Dr Kulkarni and the majority shareholder, Gwent Holdings Limited. Dr Kulkarni claimed that Gwent had committed irremediable breaches of the shareholders’ agreement, thus triggering the compulsory transfer provisions. In his judgment in Kulkarni v Gwent Holdings Limited and St Joseph's Independent Hospital Limited [2022] EWHC 1368 (Ch), Deputy Master Marsh refused to order the rectification of the company’s register of members under section 125 of the Companies Act 2006 with retrospective effect. He went on to refuse to grant relief entitling Dr Kulkarni to acquire Gwent’s shares compulsorily, noting at [92] that “the issue of remediability is unlikely to be suitable for determination in most cases on a summary basis because, as in this case, the court does not have all the evidence it needs to make a determination about the proper construction of the contract and whether on the specific facts the breach was remediable”.
Read MoreArea of Law: Charities
On 27 May 2022, The Supreme Court granted permission to appeal to the London Borough of Merton Council from the decision of the Court of Appeal in Nuffield Health v Merton [2022] Ch 1.
Read MoreArea of Law: Intellectual Property
Michael Edenborough KC and Stephanie Wickenden (assisted by Stefano Braschi at trial and Anneliese Mondschein on appeal) acted for easyGroup in a case where for the first time a defendant was held liable for using a non-orange Sign in relation to non-travel services. The appeal on the scope of the declaratory relief and the issue of damage to complete the tort of passing-off was successful.
Read MoreArea of Law: Intellectual Property
Michael Edenborough KC leading outside junior counsel acted for the successful appellants on whether certain advertisements and offers for sale on amazon.com targeted the UK and the EU. The result meant that certain advertisements on the amazon.com site were held to constitute use of the infringing signs within the UK / EU27. Further, sales from the amazon.com site to customers located in the UK / EU27 also constituted actionable use. This result has far reaching consequences on how internet businesses who have customers located in several countries need to conduct their trade in those various jurisdictions. The Supreme Court heard Amazon’s appeal in November 2023.
Read MoreArea of Law: Intellectual Property
Thomas Elias and John Eldridge appeared against each other in an IP licensing case concerning literary works posted on a website.
Read MoreArea of Law: Intellectual Property
Michael Edenborough KC acted pro bono publico in this case that dealt with the hitherto unresolved point about the assignment of the legal and equitable interest in an invention, prior to it being encapsulated in a patent application.
Read MoreArea of Law: Intellectual Property
Michael Edenborough KC and Stephanie Wickenden acted in this last appeal from the EUIPO to the General Court that was filed just before the UK left the EU on 31 December 2020 and that was signed by a UK advocate. It concerned the issue of targeted use in the context of a non-use allegation.
Read MoreArea of Law: EU Law
Judgment of the General Court in Case T-508/19 Mead Johnson Nutrition (Asia Pacific) and Others v Commission: partial annulment the Commission decision finding non-taxation of royalty income in Gibraltar constituted unlawful State Aid.
Read MoreArea of Law: Company
Minority shareholders in plcs will welcome a judgment handed down this morning which has broadened their options. For the first time in this jurisdiction, the Court has ordered the winding up of a listed plc on the just and equitable ground under section 122(1)(g) of the Insolvency Act 1986 for loss of substratum. In a reserved judgment following a two-week trial in February 2022, in Re Klimvest plc [2022] EWHC 596 (Ch) the High Court clarified and modernised English law in line with more recent Australian authorities. HH Judge Cawson KC (sitting as a High Court Judge) held that the identification of a company’s purpose or substratum is a matter of equity between the company – even a listed plc – and its shareholders, rather than a formalistic exercise in construing the corporate constitution. The purpose is lost, potentially triggering winding-up by the Court, not only where carrying it out is “practically impossible” for the company, but also where it has been, or will be, abandoned. Judge Cawson KC applied the dictum of Jenkins J in Re Eastern Telegraph Co., Ltd [1947] 2 All ER 104 that “if a shareholder has invested his money in the shares of the company on the footing that it is going to carry out some particular object, he cannot be forced against his will by the votes of his fellow shareholders to continue to adventure his money on some quite different project or speculation”.
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