Victoria Barnes and Sally Wheeler (eds)
Aims
This book aims to add a new dimension to the burgeoning scholarship on landmark cases. The body of literature, which began with studies of key areas of private law, has gathered pace in recent years. It now has such momentum that there is a revisionist trend and a second wave of literature that revisits the first set of case studies.[1] The Landmark Case in… series has, for example, over 10 volumes with more planned. These books focus on foundational cases and typically cover fields of law, such as contract, property, torts, as one might well expect, but also now also extend to the more specialist and idiosyncratic areas of law, namely medical law, intellectual property law and so on.[2] Despite the growth of this literature, there is no such volume on company law.
Company law has escaped attention probably for a simple reason: it is widely understood to be a creature of statute law. This is owing to the prevalence of codes, codifying acts and legislation. The Companies Act of 2006 is a monumental piece of legislative work. Cases, however, played a central role in creating, establishing and influencing legal ideas that were later enshrined within pieces of legislation. Indeed, the key principles and rules in company law can be traced back to the Industrial Revolution of the eighteenth and nineteenth centuries. This formative period is often seen as a fulcrum for modern company law with the rise in enterprise, share ownership and insolvency proceedings. The emergence of big business in the twentieth century too resulted in fundamental changes in structure of socio-economic relations. Doctrines, which emerged during this timeframe, continue to have influence in the present, but their origins in case law have hitherto been understudied.
This book aims to uncover and reveal overlooked but inspirational landmark cases in company law. It redresses the imbalance, and the secondary role assigned to case law, in our understanding of company law. An exercise in unearthing landmark cases can thus be fruitful for a number of reasons. It can shed some much needed light on how, why and when rules came into being (or not). A novel account of company law, using the ‘law in context’ method, can be informative. This contextual analysis is missing from the original law reports as well as the legislation that we see in operation today. A simple read of these sources will only explain the rules themselves. The academic scholarship contained in the chapters within this volume informs and adds to these primary legal resources.
The chapters push beyond a simplistic account of the case that you might see in a textbook or the secondary literature explaining what the law is (or was). These chapters proffer an explanation for why legal rules took the shape that they did. As well as the context, chapters will also reveal new factual details through archival research. These archaeological analyses also provide an account of the case in greater detail. Such an excavation may inform the reader about legal advisors or the parties in the suit to explain why the litigation arose in this particular way, manner or form. It may also provide insights into why the judges took the view that they did in this case. Drawing on a range of diverse methods and interdisciplinary orientation, these chapters provide some much needed contextualisation, which helps to explain the past, present and future of company law as well as its shape, structure and trajectory.
Cases
a) Explaining the Company
| No | Case name |
| 1 | Salomon v Salomon [1896] UKHL 1, [1897] AC 22 |
| 2 | Quin & Axtens v Salmon [1909] AC 442 |
| 3 | Bushell v Faith [1970] AC 1099 |
b) Shareholders As Between Themselves
| 4 | Allen v Gold Reefs [1900] 1 Ch 656 |
| 5 | Hickman v Kent and Romney Marsh [1915] 1 Ch 881 |
| 6 | Greenhalgh v Arderne Cinemas [1951] Ch 286 |
| 7 | Russell v Northern Bank [1992] 1 WLR 588 |
c) Protecting the Minority
| 8 | Foss v Harbottle (1843) 2 Hare 461, 67 ER 89 |
| 9 | Ebrahimi v Westbourne Galleries Ltd [1973] AC 360 |
| 10 | Smith v Croft (no 2) [1988] Ch 114 |
| 11 | O’Neill v Phillips [1999] 1 WLR 1092 |
d) Way Directors Act
| 12 | Burland v Earle [1902] AC 83 |
| 13 | Cook v Deeks [1916] 1 AC 554 |
| 14 | Re City Equitable Fire Insurance Co [1925] Ch 407 |
| 15 | Howard Smith Ltd v Ampol Petroleum Ltd [1974] AC 821, PC |
| 16 | Re Produce Marketing Consortium (no 2) [1989] 5 BCC 569 |
| 17 | Re Sevenoaks Stationers (Retail) Ltd [1991] Ch 164 |
e) Financing the Company
| 18 | Re Brightlife [1987] 1 Ch 200 |
| 19 | Siebe Gorman v Barclays Bank [1979] 2 Lloyd’s Rep 142 |
[1] See Jonathan Herring and Jesse Wall (eds), Landmark Cases in Medical Law (Bloomsbury Publishing 2015); Shaun D Pattinson, Revisiting Landmark Cases in Medical Law (Routledge 2018). Interestingly, the editors of the volume on criminal law decided not to include a chapter on R v Dudley and Stephens (1884) because they felt that Brian Simpson has done it so well in his monograph, nothing new could be added. See Philip Handler, Henry Mares and Ian Williams, ‘Introduction’ in Philip Handler, Henry Mares and Ian Williams (eds), Landmark Cases in Criminal Law (Bloomsbury Publishing 2017) 2.
[2] Charles Mitchell and Paul Mitchell (eds), Landmark Cases in the Law of Restitution (Bloomsbury Publishing 2006); Charles Mitchell and Paul Mitchell (eds), Landmark Cases in the Law of Contract (Bloomsbury Publishing 2008); Charles Mitchell and Paul Mitchell (eds), Landmark Cases in the Law of Tort (Bloomsbury Publishing 2010); Stephen Gilmore, Jonathan Herring and Rebecca Probert (eds), Landmark Cases in Family Law (Bloomsbury Publishing 2011); Nigel Gravells (ed), Landmark Cases in Land Law (Bloomsbury Publishing 2013); Simon Douglas, Robin Hickey and Emma Waring (eds), Landmark Cases in Property Law (Bloomsbury Publishing 2015); Herring and Wall (n 1); Jose Bellido (ed), Landmark Cases in Intellectual Property Law (Bloomsbury Publishing 2017); Eirik Bjorge and Cameron Miles (eds), Landmark Cases in Public International Law (Bloomsbury Publishing 2017); Philip Handler, Henry Mares and Ian Williams (eds), Landmark Cases in Criminal Law (Bloomsbury Publishing 2017); Satvinder Juss and Maurice Sunkin (eds), Landmark Cases in Public Law (Bloomsbury Publishing 2017).