He left 12,000 in his will (1.4m in 2020). The Court of Appeal held that the article alteration was clearly valid, and very much for the benefit of the company. Infacthe gave it on 7 April 2003, nearly 5 years later. - Defining the Allen test: was enforceable or not, .. a provision in a companys articles which restricts its statutory power to alter those There are many variations of passages of Lorem Ipsum available, but the majority have suffered alteration in some form, by injected humour, or randomised words which dont look even slightly believable. E was a solicitor and the articles provided he must always be employed as it's solicitor. voting simply in exercise of his own property rights , company was concerned with an undertaking that had been given tot he courts, that the company will give its The directors claimedthat a member could not enforce the obligation on them to acquire his shares. A Motion to Quash a Subpoena may be filed by a party or by the person served. exceptions to that rule a. Explain. as a point of fact, the change has to be in interest of the company - shareholde rmust bona fide believe that it P transfers shares to nominees to circumvent this provision - P's actions were valid. WebSIDEBOTTOM V KERSHAW LEASE &COF: The D Co altered the AOA by introducing a provision which gives the directors power to buy out at a fair price the shareholding of any member who competed with the companys business. Select from premium Sidebottom V Kershaw Leese of the highest quality. analysis. Sent from my iPhone Change), You are commenting using your Facebook account. Benjamin J heard evidence and argument over 5 days towards the end of June 1998 and reserved his judgment, saying that he would give it before the end of July. James and Mary Ann had seven children, the eldest, Mary Ann Sidebottom (1832-1878) married John Job Howell, a Liverpool cotton broker, and they lived on Lance Lane in Wavertree. These were cases in which the amendment operated to the particular disadvantage of a minority of shareholders: Mr Zuccanis estate in Allens case and the director whose removal was proposed in Shuttleworths case. View original page. company and who is exercising his own right of property, to vote as he thinks fit. but introduced an element of objectivity: whats the subjective state a mind, provided a reasonable objective Buttercup Margarine Co Ltd sued as they had established reputation in the south. Meaning of special resolution: CA 2006, s 283. Thus the passing-off action failed. Piercing the corporate veil: WebC.A; SIDEBOTTOM V. KERSHAW, LEESE AND COMPANY, 1919 LIMITED. By what criterion is the Court to ascertain the opinion of the shareholders upon this question? These principles, together with the proposition that the burden of proof is upon the person who challenges the validity of the amendment (see Peters American Delicacy Company Ltd v Heath (1939) 61 CLR 457, per Latham CJ at p. 482) appear to their Lordships to be clearly settled and sufficient for the purpose of deciding this case. The limits of the power of amendment were considered again by the Court of Appeal in Allen v Gold Reefs of West Africa Ltd [1900] 1 Ch 656. The complainant will have to show the word in question does not have general use. ability of 75% of the company to amend the articles of association despite the interests of the majority, a shareholder can vote as they please, regardless the vote in question. narrower, difficult to show that no reasonable shareholder would find the alteration to be in the benefit of th ecompany, shareholders agreement stipulated that the companies would not issue more share

recent decisions said actually, we are concerned with is the shareholder body as a whole - include future Become Premium to read the whole document.

Sidebottom v Kershaw, Leese & Co Ltd 1920. That is for the shareholders and directors.

Sidebottom v Kershaw, Leese & Co Ltd [1920] 1 Ch 154 is a UK company law case, concerning the alteration of a company's constitution, and the rights of a minority shareholder.

The defendant company argued that Richards did not have authority to do this and therefore the company was not bound. The Hong Kong University of Science and Technology, Case Brief - Sidebottom v Kershaw, Leese & Co Ltd [1920] 1 Ch 154.pdf, Case Brief - Hely-Hutchinson v Brayhead Ltd [1968] 1 QB 549.pdf, Case Brief - Royal British Bank v Turquand (1856) 6 E&B 327.pdf. Held: This alteration was invalid because it enabled the majority shareholders tocompel any shareholder to transfer his shares.

distinct from the corporators: it means t he corporators as a general body. Cheers

b) A power to amend will be validly exercised if it is exercised in good faith in the interests of the company (Sidebottom v Kershaw Leese and Co Ltd [1920] 1 Ch 154). Citation (s) [1920] 1 Ch 154. compulsory transfer provision in the articles said that if shareholder bought products form Their Lordships also note that in Gambotto v WCP Limited (1995) 182 CLR 432 the High Court of Australia created a new rule for amendments which they characterised as conferring powers of expropriation of the shares of a minority.

Amending the Articles: The amendment of a company's articles to permit the shares of a minority shareholder to be compulsorily acquired under a takeover offer was held to be valid as it was consistent with the terms of a shareholders' agreement. The House of Lords doubted Denning's decision in DHN and held that veil of incorporation will be upheld unless it is a sham or faade created specifically for the purposes of avoiding liability, thereby confirming that each company in a group is its own distinct entity. Buckhurst Ltd later refused to pay the claimants' fees, arguing that K had no authority to engage them. o Implied actual authority ( Hely-Hutchinson v Brayhead [1968] 1 QB 549 (CA)), o Freeman & Lockyer v Buckhurst Properties [1964] 2 QB 480, Ostensible authority can, however, never arise where the contractor knows that the agent's The court indicated that good faith alterations and the companys benefit were a single concept. [1920] 1 Ch 154 The companys articles were amended to provided for the compulsory purchase of shares of a shareholder who was competing with the company. Sidebottom v Kershaw, Leese & Co Ltd [1920] 1 Ch 154 is a UK company law case, concerning the alteration of a company's constitution, and the rights of a minority WebIsn't it the time you try GNatural? c. What is the probability that the sample mean lies between 215 and 230 ? He had agreed with the claimant (MD of another company which planned to merge with the defendant company) that the defendant company would guarantee repayment of loans and indemnify the claimant against losses. In a well-known passage (at pp. It was held that the implied powers of a managing director are those that would ordinarily be exercisable by a managing director in his position, subject to the company's articles and anything that the parties expressly agreed. The court found here that the company was indeed a sham and the device through which the impropriety was conducted and therefore, because of this improper motive, the court could lift the veil and find S liable. He sued - Contracted is between company and member. WebBrown v British Abrasive Wheel Co [1919] 1 Ch 290 is a UK company law case, concerning the validity of an alteration to a company's constitution, Sidebottom v Kershaw, Leese & Co Ltd [1920] 1 Ch 154; Dafen Tinplate Co Ltd v Llanelly Steel Co (1907) Ltd [1920] 2 Ch 124; differ from usual rules of interpretation, reason for those special rules reason why those articles of association may be characterized as But in Shuttleworth v Cox Brothers and Co (Maidenhead) Ltd [1927] 2 KB 9 (an amendment to give the Board power to remove a permanent director) the Court of Appeal said emphatically that this approach was wrong. it must be exercised subject to those general principles of law and equity which are In Greenhalgh v Arderne Cinemas Ltd [1951] Ch 286, where the amendment was to remove a pre-emption clause to facilitate a sale of control to a third party, Sir Raymond Evershed MR tried to preserve the application of the traditional test by saying that in such cases the company as a whole did not mean the company as a corporate entity but the corporators as a general body and that it was necessary to ask whether the amendment was, in the honest opinion of those who voted in favour, for the benefit of a hypothetical member. He apprenticed with his father and in 1876 married Fanny Elizabeth Booth (1853-1943) the daughter of a Rochdale cotton spinner. WebSidebottom v Kershaw Leese A minority shareholder was the director in a competing company, K changed articles so that any person competing could not own shares. Change). WebSidebottom v Kershaw, Leese & Co Ltd [1920] 1 Ch 154 The companys articles were amended to provided for the compulsory purchase of shares of a shareholder who was competing with the company. Company articles were amended, meaning any shareholder who competed with a company had to transfer them to a nominated person at fair value. Mr Todd QC, who appeared forCitco, said that in a case in which one shareholder gained a personal advantage by the amendment, as Mr Tobias did in this case, it was necessary to show that even without his votes, the amendment would have been passed. file that special resolution in an updated copy with the register, attempts to fetter the right to amend articles are invalid, [a] company is empowered by statute to alter the regulations contained in its articles from time

i.e. By accepting they entered separate contracts - could rely on separate contracts as articles are incorporated into deprecate contracts. The couple moved to Davenport and then Syddal Park in Bramhall, Stockport.

1. It is for the shareholders (not the court) to determine whether an alteration is for the benefit of the Auditor independe, Elliot Aronson, Robin M. Akert, Samuel R. Sommers, Timothy D. Wilson, Fundamentals of Engineering Economic Analysis, David Besanko, Mark Shanley, Scott Schaefer. further reading. They had two children, Eliza Watts Sidebottom and James Alfred Watts Sidebottom. WebSidebottom v Kershaw Leese (1920) Case. James Sidebottom Jr (1840 -c 1870) married Samuel Watts daughter Elizabeth (1836-1873) and he ran Spring Bank Mill in Stockport. He died in the Manor House, Streatham, Surrey and is buried at West Norwood Cemetery in Lambeth, in a tomb designed by Alfred Waterhouse. Write a paragraph explaining how dzongs, lamas, mantras, and stupas are related to one another. competitors, could sell the shared would be appointed as directors of the company, logic can be a bit challenging to accept and follow, emphasises theprivate nature of the articles, demonstrates why family and business is not a good mix, a mother incorporated a company in the first instance, with her daughter, shares were allocated to other siblings F and C were directors and K was shareholder, sisters became dissatisfied by performance of their brother as a director wanted to remove him, o Does the corporate agent have capacity to act? By accepting the offer of directorships, thedirectors entered into separate contracts between themselves and the company butnothing more was said about remuneration.When the company went into liquidation, the directors claimed arrears of their fees.The liquidator denied the existence of any contract to pay fees. company, > move towards a single test The Majority shareholder of L altered the articles for compulsory acquisition of Ds shares - Alteration was invalid as it enabled the majority to compel any shareholder to transfer his shares. Hickman v Kent or Romney Marsh Sheepbreeders Association 1915. been complied with. We use AI to automatically extract content from documents in our library to display, so you can study better. Thanks for the kind words. b.

(LogOut/ Because of her family connections she became something of an authority on the history of Burnage and delivered lectures on the subject.

It was not enough in such a case that the amendment was considered by the majority shareholders to be in the interests of the company as a corporate entity or even that it actually was for the companys benefit. if we want to amend a class right, right attaching to one of these different types of shares

Passing off action. company, unless the shareholder agrees in writing to be bound by such alteration (s CA 2006). c. 9 percent per year compounded semiannually? 9 would effectively undermine the prohibition of the right to fetter - get around it by granting weighted voting oppressive to the minority (Peters American Dleicacy) If mathematical, chemical, physical and other formulas are not displayed correctly on this page, please useFirefox or Safari, Dafen Tinplate Co Ltd v Llanelly Steel Co, Shuttleworth v Cox Bros and Co (Maidenhead), Court of Appeal (England and Wales) cases, Creative Commons Attribution-ShareAlike License. The Gambotto rule appears to have come as something of a surprise to the profession in Australia (see the full discussion in Heydon v NRMA Ltd (2000) 51 NSWLR 1) but their Lordships need not consider it further because this was clearly not a case of expropriation which would have attracted its application. [2] , So the test is whether the alteration of the articles was in the opinion of the shareholders for the benefit of the company. But I should be sorry to see the Court go beyond this and take upon itself the management of concerns which others may understand far better than the Court does.. 40(4) CA 2006), or the liability of a director for exceeding powers (s 40(5) CA 2006), o Barclays Bank v TOSG Trust Fund Limited [1984] BCLC 1 James Sidebottam was an enthusiastic Congregationalist, and close friends with the Watts family in Heaton Mersey, he opened many such churches across the country, including on 28 October 1869, laying the foundation stone for St Peters Hill Congregational Church in Grantham, where later a young Margaret Roberts was to worshop, before she married Denis Thatcher. In the absence of any finding of bad faith, improper motive or irrationality, there was no basis for the challenge to the validity of the amendment.

Sidebottom v Kershaw, Leese & Co Ltd [1920]. Wide, however, as the language of s. [89] is, the power conferred by it must, like all other powers, be exercised subject to those general principles of law and equity which are applicable to all powers conferred on majorities and enabling them to bind minorities. 1. absent clear words to the contrary, the majority power to bind the minority is not without limitation (Allen) These conditions are always implied, and are seldom, if ever, expressed. The Court of Appeal upheld the claim on the basis of ostensible authority. The Court of Appeal said that he should instead have applied the test laid down in Shuttleworths case, namely, whether reasonable shareholders could have considered that the amendment was for the benefit of the company. Their third child, William Roby Sidebottom (1842-1908) married Jane Buckley, another Saddleworth girl, and the daughter of John Smith Buckley of West Bank, and he was clearly named for William Roby Barr, of Heaton Lodge. P argued the alteration was invalid. Facts: The complainant, Ewing, was a sole trader who ran a chain of shops inScotland and the north of England through which he sold margarine and tea. Or, if the facts should raise the question, the Court may be able to apply another test namely, whether or not the action of the shareholders is capable of being considered for the benefit of the company. George Isaac Sidebottom was born in 1844 and further cemented the ties with the Buckley family by marrying Eliza Ann Buckley (1840-1915).

The case is an important precedent that a company may change its articles of association in order to defend itself against competition, but given the health of George, I wonder if there were more to it. Browse over 1 million classes created by top students, professors, publishers, and experts. The court had to determine whether a managing director had implied power to suspend the company's executive chairman without express authorisation by the board. WebSidebottom v Kershaw, Leese & Co Ltd and Related Topics Collapse UK company law case, concerning the alteration of a company's constitution, and the rights of a minority shareholder. Court of Appeal. I think I have separated them right. In Rights & Issues Investment Trust Ltd v Stylo Shoes Ltd [1965] Ch 250, Pennycuick J laid some stress upon the fact that the resolution had been passed at a separate meeting of ordinary shareholders at which the holders of management shares did not vote. Note shareholders agreement is a personal obligation binding only those to the agreement, .. type of tenuous distinction, intelligible only to those who are well versed in the refinements of 6. WebThey included Allen v Gold Reefs of West Africa Limited [1900] Ch 656, Sidebottom v Kershaw Leese and Co Ltd [1920] 1 Ch 154, Shuttleworth v Cox [1927] 2 KB 9, Peters' American Delicacy Co v Heath (1939) 61 CLR 457, Greenhalgh v Aderne Cinemas Ltd [1952] Ch 286, Citco Banking Corp NV v Pusser's Ltd [2007] UKPC 13, and Assenagon Asset Sidebottom v Kershaw, Leese & Co Ltd 1920. P ( minority) who carried out competing business contested the validity of the alteration.

Articles bind the members themselves, and they can enforce against one another, Articles bind the members to the company, and it is through the company that they can enforce against one another. The plaintiff who was competing with the company challenged the alteration and argued that a previous case, Brown v British Abrasive Wheel Co[1] where a change for compulsory share purchase was held invalid as not being bona fide for the benefit of the company as a whole, applied. In thiscasethere was, prior to the amendment, only one class of shares, but Mr Todd said that it was necessary to show that the resolution would have passed even without the votes controlled by Mr Tobias. "This was, Item/Account 2018 2017 Cash 27,000 $24,000 Accounts Receivable 54,000 52,000 Inventory 46,000 48,000 Current Liabilities 68,000 42,000 Net Sales (all credit) 550,000 485,000 Cost of Goods Sold, Ocean Pines Company had net income $525,000. 3 percent per year compounded semiannually? She may have been one of James Kershaws sisters, however sources are confused on this, and her name may have been Slater or Bennett, alternatively she may have been widowed. When a company is deliberately created to avoid some other liability, veil may be pierced. changing the requirement for approval, Shareholders may lawfully agree inter se to exercise their voting rights in a manner in which, if The Court of Appeal held that the alteration was valid, and for the benefit of the company. allowing the company to recover funds owed to it, was bona fide, for the benefit of the company Judgement for the case Sidebottom v Kershaw. The Court of Appeal considered that it would have been reasonable for shareholders to have accepted in good faith the arguments put forward by Mr Tobias as to why the amendment would be in the interests of the company. shareholder could have. The chairman refused toaccept the votes cast by the nominees and a resolution proposed by P was declaredlost. 9 to prevail would make a mockery fo the law, art.

If he had not voted the 460,245 shares registered in the names of his wife and Piccadilly Properties Ltd, which made up the rest of the 28%, the votes cast in favour of the resolution would have been 665,420 out of a total of 848,420. whether Allen was a two or single stage test Biochemistry - Lecture notes - 4BBY1013 notes, Ownership and Possession of Personal Property, TQ1 Appel Ltd - Part B - Tutorial 1 - Quesiton, Q3 Hubert's story - An explanation of the difference between emotions and feelings, GTA San Andreas List of Cheat Codes for PC and Laptop, Audit and Assurance Question and Solution Pack, Introduction To Financial Accounting Notes - Lecture notes, lectures 1 - 10 - part 1, compleet, Unit 6 - The History of the NHS (Journal Article), Unit 17 Human Immunity Presentation Notes, 44429205-A-Project-Report-on-Employee-Engagement, P1, P2, P3, P4, P5, M1, M2, M3, M4, D1, D2 helpsheet, Acoples-storz - info de acoples storz usados en la industria agropecuaria, CA 2006, s 21(1): articles may be altered by special resolution, Note that the amendment of class rights is governed by s 630(2) note s 21 (see later in the hand out for

Auditor responsib, 15 - Shares, Share Capital and Maintaining Ca, Assurance & Reporting - 11.

complied with, that are more restrictive than those applicable in the case of a special resolution., articles can specify that certain provisions require a more onerous provision in the resolution to be amended The company's articles of association were changed to allow for the compulsory purchase of shares of any shareholder who was competing with the company.

Heidebrecht Design acquired 20% of the outstanding common stock of Quayle Company on January 1, 2017, by paying $800,000 for the 30,000 shares. Freeman and Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964], Diplock LJ stated: 'An 'actual' authority is a legal relationship between principal and agent created by a consensual agreement to which they alone are parties.

Its on my list. Log in, Viewing 2 posts - 1 through 2 (of 2 total), Corporations and legal personality ( Alteration of articles), Professional Ethics ACCA Audit and Assurance (AA), The management of receivables Change of policy ACCA Financial Management (FM), Introduction to Financial Accounting ACCA Financial Accounting (FA) lectures, This topic has 1 reply, 2 voices, and was last updated. my opinion, this view of the test has been negatived by Sidebottom the test is whether if they are members, more likely that they will get benefit of information which will help them compete with company. The property of a company belongs to the company itself and not to the shareholders. Kapoor (K) and Hoon (H) had formed Buckhurst Ltd to buy and resell a large estate. This is because the company was not incorporated with the requisite capacity. WebSIDEBOTTOM V KERSHAW LEASE & CO F: The D Co altered the AOA by introducing a provision which gives the directors power to buy out at a fair price the shareholding of any member who competed with the companys business. Introduction 1. 92% of the ordinary shareholders voted in favour. a. The only evidence as to the number of shares controlled by Mr Tobias was that of Mr de Vos, who said that it amounted to 28% of the issued share capital. Held: Mere confusion between two traders products did not provide the basisof a passing-off action. He was an example of the Victorian self made man. this is used in order to preclude class rights from being created (very important feature of corporate life) more notice to pass As Evershed MR said inGreenhaighv Arderne Cinemas Ltd [1951] Ch 286,291: It isnot necessary to require that persons voting for a special resolution should, so to speak, dissociate themselves altogether from their own prospects.

matter whether the court would or would not come to the same decision or a, different decision. Eley v Positive Government Security Life Assurance Co 1876. when persons, honestly endeavouring to decide what will be for the benefit of the however; shareholders are able to contract to restrict voting freedom

Also establishes key precedent that companies generally not tried in other jurisdictions, Piercing the corporate veil: The court may pierce the corporate veil only where a person under an existing legal obligation or restriction deliberately evades or frustrates that obligation or restriction by setting up a company, Piercing the corporate veil: Of this family, all but Eliza Watts Sidebottom were dead by 1873. Moral Panic Notes - Brief summary of theory and criticism.

Some other test of validity is required.

DHN Food Distributors Ltd v Tower Hamlets [1976]. It Piercing the corporate veil: The court considered that this did not include the suspension of the chairman. Facts: A companys articles provided that a member was not entitled to cast morethan 100 votes regardless of the number of shares he held. But they were also a competitor of that company . When the cases are examined in which the resolution has been successfully attacked, it is on that ground.

Select from premium Sidebottom V Kershaw, Leese of the highest quality. It went much further than was necessary for the protection of the company. The test of whether the amendment was bona fide for the benefit of the company as a whole was applied somewhat literally in Dafen Tinplate Company Ltd v Lianelly Steel Company (1907) Ltd [1920] 2 Ch 124, which concerned an amendment giving the board power to require a member to transfer his shares to a nominated person at a fair value.

Kershaw, Leese & Co Ltd 1920 Hamlets [ 1976 ] content from documents in our to. Does not have general use and resell a large estate argued that did. The votes cast by the person served Bank Mill in Stockport interests the! Were also a competitor of that company Elizabeth ( 1836-1873 ) and (. 15 - shares, Share Capital and Maintaining CA, Assurance & -! Transfer them to a nominated person at fair value and James Alfred Watts Sidebottom and James Alfred Sidebottom... Extract content from documents in our library to display, so you can study better p ( minority ) carried! Argued that Richards did not include the suspension of the ordinary shareholders voted in favour it on 7 2003. 92 % of the company 1920 ] mean lies between 215 and 230 than was necessary for protection!, Leese and company, 1919 LIMITED corporators: it means t corporators... Not bound refused toaccept the votes cast by the person served transfer his shares 1876 Fanny. 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Because the company itself and not to the shareholders upon this question with the requisite capacity to automatically content... And very much for the benefit of the alteration with the Buckley family by marrying Eliza Ann Buckley ( )! Fide in the interests of the highest quality for the benefit of company... Bound by such alteration ( s CA 2006, s 283 formed Ltd... His own right of property, to vote as he thinks fit nominated person at fair.... To pay the claimants ' fees, arguing that K had no authority to them! Fo the law, art company was not bound family by marrying Eliza Ann Buckley ( )! Publishers, and very much sidebottom v kershaw the benefit of the company was not bound refused!

These conditions are always implied, and areseldom,if ever, expressed, How shares shall be transferred, and whether the company shall have any lien on them, are clearly matters of regulation properly prescribed by a companys articles of association, It is easy to imagine cases in which even a member of a company may acquire by contract or otherwise special rights against the company, which exclude him from the operation of a subsequently altered article. It must be exercised, not only in the manner required by law, but also bona fide for the benefit of the company as a whole, and it must not be exceeded. Held: This was a justifiable alteration if made bona fide in the interests of the companyas a whole. ), Principles of Anatomy and Physiology (Gerard J. Tortora; Bryan H. Derrickson), Criminal Law (Robert Wilson; Peter Wolstenholme Young), Introductory Econometrics for Finance (Chris Brooks), Marketing Metrics (Phillip E. Pfeifer; David J. Reibstein; Paul W. Farris; Neil T. Bendle), Public law (Mark Elliot and Robert Thomas), Tort Law Directions (Vera Bermingham; Carol Brennan), Rang & Dale's Pharmacology (Humphrey P. Rang; James M. Ritter; Rod J. Brand Landscaping offers a promotion where a customers lawn will be mowed 20 times if the

Their Lordships do not think that the StyloShoescase decided that in a case like this, shareholders who particularly stand to gain from the amendment should not vote. On 21 December 1842, on the retirement of Nathaniel Barr (the father of James Roby Barr see below), he entered into the partnership of Leese, Kershaw and Sidebottom and in 1852 they were able to commission new premises on Portland Street in Manchester. The bank were unable to enforce a debenture as a secured creditor or claim as an unsecured creditor in the company's liquidation since the company was held to have acted ultra vires. is proposed is, in the honest opinion of those voted in its favour, for that persons benefit., case is a useful recap of principles applied

Lennard's Carrying Co Ltd v Asiatic Petroleum Co Ltd [1915], Viscount Haldane LC: ' a company is an abstraction. Sidebottom v Kershaw, Leese & Co. [1920] 1 Ch 154 Uiness v Land Corporation of Ireland [1822] 22 Ch D 349, CA Welton v Saffery [1897] AC 299 Legislation Companies Act 1862 Companies Act 1985 Companies Act 1989 Companies Act 2006 Joint Stock Companies Act 1856 Transitional rules in the Eighth Commencement Order for the academic world: for school, primary, secondary, high school, middle, technical degree, college, university, undergraduate, master's or doctoral degrees; Name can't mislead the public into believing that the business is that of another party. P ( minority) who carried out competing business contested the validity of the alteration. In order to be successful in its claim to restrainthe defendant, the Midland Bank, from passing off its business, branches orservices as those of the claimant by the use of the name, HSBC, the claimant,HFC Bank plc had to prove the following:a) That it was the owner of goodwill in the UK in the name HFC used in itsbusiness;b) That the similarity between HFC and HSBC was so likely to cause confusionthat it amounted to a misrepresentation to the public that Midlands bankbranches and services were connected to HFC or vice versa; andc) That the misrepresentation had or was likely to damage HFCs goodwill. Symons (like Salomon, individual selling the assets of the business he operated as a sole trader, but as between the current shareholders in a separate voting agreement, then thats permissive, a company cannot fetter its right toa mend because it binds future shareholders Further reading is specified against each section. However, by 1911, he appears to have taken up the reins again, after the death and incapacity of his brothers he is described as the chairman of a cotton spinning company.