In Oxford Legal Group Ltd v Sibbasbridge Services Plc and Another [2008] EWCA Civ 387, [2008] WLR (D) 121, the Court of Appeal considered the operation of the director's common law and statutory right to inspect the company's books. A unanimous court upheld the trial judge's finding - at [2007] EWHC 2265 (Ch) - that the court would decline to uphold this right where the director's purpose was improper or where he intended to injure the company. Hughes LJ noted (at para. [49]):
"Inspection may well not be ordered if a clear prima facie case is raised that the information sought will not be used qua director and especially if to the detriment of the company; one of many possible examples is where inspection is in effect sought for the benefit of a competitor"
[The decision was concerned with Section 222 of the Companies Act (1985); under the Companies Act (2006), Section 388(1) provides that a company's accounting records "must at all times be open to inspection by the company's officers"].
[Similar provisions exist in Australia: see the discussion in Boulos v Carter; Re Tarbs World Tv Australia Pty Ltd [2005] NSWSC 891].
Monday 21 April 2008
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