S – Setting aside
5/5/20
CHALCOT TRADING LTD v RALPH [2020] EWHC 1054 (Ch)
A company entered into a share scheme designed to avoid corporation tax which failed to achieve that purpose. The company failed in a claim to set aside the scheme on the grounds that it represented an unlawful distribution to shareholders and contravened restrictions imposed by ss 580 and 552 of the Companies Act 2006 on the issue of shares at a discount and payment of commission. Reviews principles as to capital distributions [135] and when remuneration is a disguised distribution [166]. On the facts the payments were remuneration [220]. A claim to set aside the contracts as void for common mistake also failed [285].
24/4/20
SUCKLING v FURNESS [2020] EWHC 987 (Ch)
Applying the principles established in Pitt v Holt (2013), a settlement was set aside for mistake. The mistake was serious and significant and it would be unconscionable and unjust to leave the mistake uncorrected.
9/5/13
FUTTER v THE COMMISSIONERS FOR HER MAJESTY'S REVENUE & CUSTOMS [2013] UKSC 26
The rule in Hastings-Bass (by which a trustee’s exercise of discretion may be ineffective for failure to take into account relevant considerations) only applies if the trustee’s mistake is sufficiently serious to be a breach of duty. Here trustees had taken professional advice and could not be said to have acted in breach of duty. But the advice had not addressed adverse tax consequences and voluntary dispositions undertaken relying on the advice could be set aside for mistake. Although mere ignorance is insufficient to set aside such a disposition for mistake, conscious belief or tacit assumption is enough and could be inferred. (This decision is more often referred to as Pitt v Holt.)