Company seeking to file revised accounts - Registrar of Companies advising company to seek permission from High Court - no inherent jurisdiction in court in relation to performance by registrar of her duties so no power to grant permission

In re a Company (No 007466 of 2003): ChD (Mr Peter Leaver QC sitting as a deputy High Court judge): 19 January 2004

In the notes to its annual accounts filed with the Registrar of Companies, the claimant referred to its contingent liability to a third party in certain legal proceedings and to a part 36 offer which it had made in those proceedings.

The claimant requested permission from the registrar to file revised accounts removing those references but was told that it would have to make an application to the High Court for permission.

The claimant accordingly applied to the court, contending that the court had power to revise the accounts pursuant to its inherent jurisdiction.

Rosalind Nicholson (instructed by Reed Smith Warner Cranston, Coventry) for the claimant; Jonathan Crow (instructed by the Treasury Solicitor) for the registrar.

Held, refusing the application, that there was no general, inherent supervisory jurisdiction in the court in relation to the performance by the registrar of her duties; and that there was, at most, a jurisdiction to require the registrar to comply with her statutory duties but that was not the jurisdiction which the company sought to invoke in the present case.

Company director breaching fiduciary duty dishonestly - fiduciary's dishonesty attributable to third party not in fiduciary relationship with beneficiary - third party dishonestly assisting in breach of duty

Crown Dilmun (an unlimited company) and another v Sutton and another: ChD (Mr Justice Peter Smith): 23 January 2004

The claimants, a property developer and service company, belonged to the same parent group.

The first defendant ('the fiduciary') was employed by, and director of, the second claimant and acting director of the first, his role being to identify suitable developments.

The second defendant ('the company') was incorporated by a firm of solicitors, the senior partner of which became the company's director.

After the fiduciary had passed information to it, the company entered into an agreement with another property development company to purchase a valuable football ground.

The claimants had previously bought property from the development company and had used the same firm of solicitors.

The claimants claimed, among other things, damages for breach of fiduciary duty against the fiduciary and for dishonest assistance in a breach of trust or knowing receipt of trust property against the company.

Charles Hollander QC (instructed by SJ Berwin) for the claimants; Robin Knowles QC and David Alexander (instructed by Ferguson Solicitors) for the fiduciary; Andrew Hochhauser QC and Martin Griffiths (instructed by Howard Kennedy) for the company.

Held, giving judgment for the claimants, that the fiduciary was in breach of his fiduciary duties; that a claim against a third party who was not in any fiduciary relationship with the beneficiary could be based on, among other things, participation in the breach of fiduciary duty, as long as the claimant could show that any dishonesty on the part of the fiduciary was attributable to the third party; that, since the company had both been reckless as to whether the fiduciary committed a breach of duty and known of the fiduciary's dishonesty in that regard, the fiduciary's knowledge was attributable to the company; that, moreover, it was unconscionable for the company to retain the benefit obtained through that breach of duty and dishonesty; and that both defendants were thus liable to account for the profits received or to be received