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Isaccs Court case v Vincent Tan:

Fri Jul 29, 2022 2:15 pm

From the beginning I said time and again that I believe Isaac had no chance .


So the verdict was not a surprise .

One interesting thing is that the judge said “regrettably” which I take to mean that Tan did not do the right and honorable thing but legally he was 100% in the right legally.


Two questions that are not clear to me :


(1) what about the costs ? Normally the loser (Isaac) has to pay costs ….did the judge bypass that because he felt Isaac was hard gone by or is it that now it remains open for Tan to ask for costs ?


(2) Does Tan actually have to pay Isaac £563.343 ? Or is it just that the judge valued it at that and Tan is not forced to buy ?









Well that’s two court cases done out of the three and with the €15mill already put aside for the Sala case, that thankfully means No more having to worry now where the money will come from.




UPDATED:


Vincent Tan won his first court case regarding football.

Michael Isaccs was suing for the devaluation of his shares:

Tan was always going to win as said on here as the main / majority shareholder Tan voted for more shares to be made whicj devalued the existing shares, that happens in all public shares etc.

Many fans had theirs devalued including myself, but that’s exactly how it has always been and is the law.

Isaccs was never going to win.

But the judge awarding the case to Tan, did not make good comments on how it was done by Tan and says yes it was legal but was not happy in how all the circumstances came about and how it was over all done.




Steve Borley:

"Well, I did survive that position of being a Director, because I did disagree with something Mr Tan did not want, and, as I said, I have always taken the view that I am a non-executive director, I speak my mind, I give my view. “




Unfair Prejudice: Discussion and Conclusions:

Mr Tan

There is first the question of whether Mr Tan's conduct in and of itself is capable of amounting to unfair prejudice in the conduct of the Company's affairs. I think not. That is essentially for two reasons.


The first reason is that I do not regard the acts of Mr Tan which are sought to be impugned as amounting to conduct of the Company's affairs. Section 994 is engaged only where "the company's affairs are or have been conducted" in an unfairly prejudicial manner. In Re Unisoft Group Ltd (No. 3) [1994] 1 BCLC 609, p. 623, Harman J drew a distinction between the acts or conduct of a company and the acts or conduct of a shareholder in his private capacity: the former are within section 994 but the latter are not. Thus, as the editors of Minority Shareholders – Law Practice and Procedure (6th Edn.) point out (at 6.22), there is a difference between the exercise of a member's votes, which is a private and personal act, and the passing of a resolution at a general meeting, which is an act of the company.
Here, it seems to me that what is really alleged against Mr Tan is that he used his position as majority shareholder in, and major lender to, the Company and the Club in order to put pressure on the Board to accede to his demands and thus get his own way. Even if he did, however, I do not see that those matters in and of themselves amount to conduct of the Company. Rather, they are matters which are personal and private to Mr Tan himself. He was entitled, qua shareholder and creditor, to seek to exercise such commercial pressure as was at his disposal in his own interests. In doing so, it seems to me he was acting on his own account, and so whatever he chose to do or not do cannot properly be characterised as the conduct of the Company's affairs. What was certainly an act of the Company was the way in which the Board reacted to the steps taken by Mr Tan: but that is a different matter.


The second (and related) reason is this. I do not detect anything unlawful or unconscionable in Mr Tan acting in the way he did, even if he was motivated by a personal feeling of vindictiveness against Mr Isaac.
Here we must be a little careful. In his submissions on behalf of Mr Isaac, Mr Reade QC pressed me to accept that what Mr Tan did was unfair. I agree it was unfair in the moral sense. Based on my findings above, it seems to me it was vindictive and unpleasant behaviour, and is to be deprecated. But to say something is unfair in that sense is not the same as saying it is unfair or unconscionable in the legal sense, because one can behave unpleasantly and unfairly (and people often do) without behaving unlawfully.


I accept, as Mr Reade QC also submitted, that the jurisdiction under CA s.994 is a broad one, but to state that as a general proposition really takes one no further. There are boundaries, and as Lord Hoffmann explained in his speech on O'Neill v. Phillips [1999] 1 WLR 1092 at p. 1098D, the concept of fairness under s.994 must be applied judicially and the content given to it must be based on rational principles. Moreover, context is everything and, in the context of a s.994 petition, the context is an association of persons together for an economic purpose, usually with some degree of formality, including that "[t]he terms of the association are contained in the articles of association and sometimes collateral agreements between the shareholders" (p. 1098G). Thus (p. 1098H-1099A):









Court Case:


On this pleading issue, my conclusion is that I prefer Mr Isaac's submissions:
i) The conduct of Mr Tan, as well as the conduct of the Board, is expressly relied on and in my judgment is therefore in scope, in pleading terms. Whether such conduct can, in the circumstances of this case, amount to unfairly prejudicial conduct is of course a different question and essentially a matter of law. I will return to this below.

ii) In my judgment the pleading clearly encompasses an allegation that the Board failed to act independently, in breach of the s.173 CA duty. That is because of the assertion that in orchestrating the 5:2 Offer, Mr Tan "exercised his control over the affairs of the Company … ". I find it impossible to read that language as anything other than a reference back to the earlier section of the Petition between paragraphs 19 and 24, under the heading "Management at the whim of the majority shareholder rather than by directors exercising independent judgment", which expressly includes (at para. 21) reliance on the duty under s.173. The allegations in para. 28 thus include, to my mind, an allegation that the directors failed to exercise independent judgment in approving the 5:2 Offer: instead, in breach of the s.173 duty, they unthinkingly did what Mr Tan wanted them to.

iii) Finally, I find it quite artificial to read para. 28 as meaning that the only matter relied on as the source of Mr Tan's feelings of vindictiveness towards Mr Isaac is the discontinuation of the proceedings brought against Mr Isaac. Rather, the discontinuance of the proceedings is merely referenced as the most recent waypoint in a longer history of animosity between Mr Tan and Mr Isaac. That is not to say that it is part of this action for the Court to seek to determine the causes of the alleged animosity between the parties, and whether the feelings borne by Mr Tan towards Mr Isaac (or vice versa) were justified or not. Rather, it is enough to assess whether there was in fact a feeling of personal animosity on the part of Mr Tan, and if so, whether that was a motivating factor operating on his mind in informing the steps he took in relation to the 5:2 Offer. In forming that assessment, it seems to me entirely clear that para. 28 of the Petition includes in its scope a wider history than simply the period following discontinuance of the proceedings against Mr Isaac.
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Re: Isaccs Court case

Fri Jul 29, 2022 2:28 pm

https://www.bailii.org/ew/cases/EWHC/Ch/2022/2023.html

Overall Conclusion

Regrettably, in light of my findings as to Mr Tan's motivations, I have come to the conclusion that Mr Isaac's allegations of unfair prejudice are not made out.

Re: Isaccs Court case

Fri Jul 29, 2022 3:16 pm

I never knew why Isaccs thought he could win this case

Re: Isaccs Court case

Fri Jul 29, 2022 3:34 pm

Ha ha brilliant :ayatollah: :ayatollah: :ayatollah: :ayatollah: :ayatollah:

Re: Isaccs Court case

Fri Jul 29, 2022 3:43 pm

Abergavenny wrote:I never knew why Isaccs thought he could win this case

Exactly it's normal practice that shares get diluted, he could of sold his shares in the 1st place back in 2010 .

Re: Isaccs Court case

Fri Jul 29, 2022 3:47 pm

Flippin heck, that's a long and concise read :!:

got halfway through skim reading and I ended up skipping to the bottom sentence :old:

Re: Isaccs Court case

Fri Jul 29, 2022 4:42 pm

Why "regrettably"?.

Sounds biased. :lol:

Re: Isaccs Court case

Fri Jul 29, 2022 6:17 pm

Great news.Parasite

Re: Isaccs Court case

Fri Jul 29, 2022 6:30 pm

Wayne S wrote:Why "regrettably"?.

Sounds biased. :lol:


Having spent far too long reading it it's because the judge believes that morally Tan acted improperly but not legally.

Re: Isaccs Court case

Fri Jul 29, 2022 7:57 pm

Hardly unexpected in my view, although you never know until the fat judge sings.

On a speed read, I didn't notice any order for costs(I will look again) but this will be covered somewhere.

Re: Isaccs Court case

Fri Jul 29, 2022 8:25 pm

Aramore wrote:
Wayne S wrote:Why "regrettably"?.

Sounds biased. :lol:


Having spent far too long reading it it's because the judge believes that morally Tan acted improperly but not legally.


That's exactly what it is.

Tan has doe nothing wrong legally. So how can the judge go against him. Basically the Judge is saying Tan is a c**t and this is what Isaac wanted out of the case.

Re: Isaccs Court case

Fri Jul 29, 2022 8:41 pm

Bakedalasker wrote:
Aramore wrote:
Wayne S wrote:Why "regrettably"?.

Sounds biased. :lol:


Having spent far too long reading it it's because the judge believes that morally Tan acted improperly but not legally.


That's exactly what it is.

Tan has doe nothing wrong legally. So how can the judge go against him. Basically the Judge is saying Tan is a c**t and this is what Isaac wanted out of the case.



Expensive way to call someone a C? :o

Re: Isaccs Court case

Fri Jul 29, 2022 11:32 pm

Isaac was greedy, held out in the hope of more and Tan's dilution put the block on that. Bitterness and anger followed, a Court case ensued and he (Isaac) lost because Tan did nothing illegal...

Who/what/why Tan is may be a subject of its own; but the legal system has (as expected) vindicated his actions and we now have bigger fish to fry with the new season and the Sala judgement imminent

Re: Isaccs Court case

Sat Jul 30, 2022 7:22 am

Sven wrote:Isaac was greedy, held out in the hope of more and Tan's dilution put the block on that. Bitterness and anger followed, a Court case ensued and he (Isaac) lost because Tan did nothing illegal...

Who/what/why Tan is may be a subject of its own; but the legal system has (as expected) vindicated his actions and we now have bigger fish to fry with the new season and the Sala judgement imminent

What people are missing here is Isaac was offered thr chance to invest more at the time but didn't as it says in the ruling 2.4 million but he didn't have the money, so basically he wanted tan to stump up the cash and his shares not to devalue

Re: Isaccs Court case v Vincent Tan:

Sat Jul 30, 2022 8:50 am

Well that’s two court cases done out of the three and with the €15mill already put aside for the Sala case, that thankfully means No more having to worry now where the money will come from.





UPDATED:


Vincent Tan won his first court case regarding football.

Michael Isaccs was suing for the devaluation of his shares:

Tan was always going to win as said on here as the main / majority shareholder Tan voted for more shares to be made whicj devalued the existing shares, that happens in all public shares etc.

Many fans had theirs devalued including myself, but that’s exactly how it has always been and is the law.

Isaccs was never going to win.

But the judge awarding the case to Tan, did not make good comments on how it was done by Tan and says yes it was legal but was not happy in how all the circumstances came about and how it was over all done







Steve Borley:

"Well, I did survive that position of being a Director, because I did disagree with something Mr Tan did not want, and, as I said, I have always taken the view that I am a non-executive director, I speak my mind, I give my view. “





Unfair Prejudice: Discussion and Conclusions:

Mr Tan

There is first the question of whether Mr Tan's conduct in and of itself is capable of amounting to unfair prejudice in the conduct of the Company's affairs. I think not. That is essentially for two reasons.


The first reason is that I do not regard the acts of Mr Tan which are sought to be impugned as amounting to conduct of the Company's affairs. Section 994 is engaged only where "the company's affairs are or have been conducted" in an unfairly prejudicial manner. In Re Unisoft Group Ltd (No. 3) [1994] 1 BCLC 609, p. 623, Harman J drew a distinction between the acts or conduct of a company and the acts or conduct of a shareholder in his private capacity: the former are within section 994 but the latter are not. Thus, as the editors of Minority Shareholders – Law Practice and Procedure (6th Edn.) point out (at 6.22), there is a difference between the exercise of a member's votes, which is a private and personal act, and the passing of a resolution at a general meeting, which is an act of the company.
Here, it seems to me that what is really alleged against Mr Tan is that he used his position as majority shareholder in, and major lender to, the Company and the Club in order to put pressure on the Board to accede to his demands and thus get his own way. Even if he did, however, I do not see that those matters in and of themselves amount to conduct of the Company. Rather, they are matters which are personal and private to Mr Tan himself. He was entitled, qua shareholder and creditor, to seek to exercise such commercial pressure as was at his disposal in his own interests. In doing so, it seems to me he was acting on his own account, and so whatever he chose to do or not do cannot properly be characterised as the conduct of the Company's affairs. What was certainly an act of the Company was the way in which the Board reacted to the steps taken by Mr Tan: but that is a different matter.


The second (and related) reason is this. I do not detect anything unlawful or unconscionable in Mr Tan acting in the way he did, even if he was motivated by a personal feeling of vindictiveness against Mr Isaac.
Here we must be a little careful. In his submissions on behalf of Mr Isaac, Mr Reade QC pressed me to accept that what Mr Tan did was unfair. I agree it was unfair in the moral sense. Based on my findings above, it seems to me it was vindictive and unpleasant behaviour, and is to be deprecated. But to say something is unfair in that sense is not the same as saying it is unfair or unconscionable in the legal sense, because one can behave unpleasantly and unfairly (and people often do) without behaving unlawfully.


I accept, as Mr Reade QC also submitted, that the jurisdiction under CA s.994 is a broad one, but to state that as a general proposition really takes one no further. There are boundaries, and as Lord Hoffmann explained in his speech on O'Neill v. Phillips [1999] 1 WLR 1092 at p. 1098D, the concept of fairness under s.994 must be applied judicially and the content given to it must be based on rational principles. Moreover, context is everything and, in the context of a s.994 petition, the context is an association of persons together for an economic purpose, usually with some degree of formality, including that "[t]he terms of the association are contained in the articles of association and sometimes collateral agreements between the shareholders" (p. 1098G). Thus (p. 1098H-1099A):
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Re: Isaccs Court case

Sat Jul 30, 2022 9:28 am

wez1927 wrote:
Sven wrote:Isaac was greedy, held out in the hope of more and Tan's dilution put the block on that. Bitterness and anger followed, a Court case ensued and he (Isaac) lost because Tan did nothing illegal...

Who/what/why Tan is may be a subject of its own; but the legal system has (as expected) vindicated his actions and we now have bigger fish to fry with the new season and the Sala judgement imminent

What people are missing here is Isaac was offered thr chance to invest more at the time but didn't as it says in the ruling 2.4 million but he didn't have the money, so basically he wanted tan to stump up the cash and his shares not to devalue

Wez, I've just finished reading the whole judgement (in shifts) and it throws uo anumber of interesting conclusions

Isaacs was offered the chance to buy but it was weighted against him, as he (a) knew he was being pushed out, and (b) didn't have the means to part with a large sum of money; particularly with the chance (and it seems clear to me) he was likely to have similar (dilution) done to him again

What is also clear is that legally, Tan did nothing wrong. The arguments could be made on the 'moral' case (mentioned in the ruling) but they were not for the consideration of the Court

I see nowhere where the judgement calls Tan (quote somewhere above) a "c@@t" but it does talk of personal animosity; something most will have either had or received when 'falling out' with those we may have once been close(r) to

Equally, I note quite a few comments from some who have assumed rather than read the whole judgement and one (powysblue) even puts it in writing!

My personal conclusion is that Tan used the tools at his disposal to get what he wanted, i.e. a larger personal shareholding, a stated commitment to debt reduction (£68m) and maybe a little personal satisfaction in his feud with Isaacs

The judgement ruled against Issacs, the clubs action(s) were deemed legal and we move on with one less worry...

Re: Isaccs Court case v Vincent Tan:

Sat Jul 30, 2022 9:30 am

Forever Blue wrote:Well that’s two court cases done out of the three and with the €15mill already put aside for the Sala case, that thankfully means No more having to worry now where the money will come from.





UPDATED:


Vincent Tan won his first court case regarding football.

Michael Isaccs was suing for the devaluation of his shares:

Tan was always going to win as said on here as the main / majority shareholder Tan voted for more shares to be made whicj devalued the existing shares, that happens in all public shares etc.

Many fans had theirs devalued including myself, but that’s exactly how it has always been and is the law.

Isaccs was never going to win.

But the judge awarding the case to Tan, did not make good comments on how it was done by Tan and says yes it was legal but was not happy in how all the circumstances came about and how it was over all done







Steve Borley:

"Well, I did survive that position of being a Director, because I did disagree with something Mr Tan did not want, and, as I said, I have always taken the view that I am a non-executive director, I speak my mind, I give my view. “







Unfair Prejudice: Discussion and Conclusions:

Mr Tan

There is first the question of whether Mr Tan's conduct in and of itself is capable of amounting to unfair prejudice in the conduct of the Company's affairs. I think not. That is essentially for two reasons.


The first reason is that I do not regard the acts of Mr Tan which are sought to be impugned as amounting to conduct of the Company's affairs. Section 994 is engaged only where "the company's affairs are or have been conducted" in an unfairly prejudicial manner. In Re Unisoft Group Ltd (No. 3) [1994] 1 BCLC 609, p. 623, Harman J drew a distinction between the acts or conduct of a company and the acts or conduct of a shareholder in his private capacity: the former are within section 994 but the latter are not. Thus, as the editors of Minority Shareholders – Law Practice and Procedure (6th Edn.) point out (at 6.22), there is a difference between the exercise of a member's votes, which is a private and personal act, and the passing of a resolution at a general meeting, which is an act of the company.
Here, it seems to me that what is really alleged against Mr Tan is that he used his position as majority shareholder in, and major lender to, the Company and the Club in order to put pressure on the Board to accede to his demands and thus get his own way. Even if he did, however, I do not see that those matters in and of themselves amount to conduct of the Company. Rather, they are matters which are personal and private to Mr Tan himself. He was entitled, qua shareholder and creditor, to seek to exercise such commercial pressure as was at his disposal in his own interests. In doing so, it seems to me he was acting on his own account, and so whatever he chose to do or not do cannot properly be characterised as the conduct of the Company's affairs. What was certainly an act of the Company was the way in which the Board reacted to the steps taken by Mr Tan: but that is a different matter.


The second (and related) reason is this. I do not detect anything unlawful or unconscionable in Mr Tan acting in the way he did, even if he was motivated by a personal feeling of vindictiveness against Mr Isaac.
Here we must be a little careful. In his submissions on behalf of Mr Isaac, Mr Reade QC pressed me to accept that what Mr Tan did was unfair. I agree it was unfair in the moral sense. Based on my findings above, it seems to me it was vindictive and unpleasant behaviour, and is to be deprecated. But to say something is unfair in that sense is not the same as saying it is unfair or unconscionable in the legal sense, because one can behave unpleasantly and unfairly (and people often do) without behaving unlawfully.


I accept, as Mr Reade QC also submitted, that the jurisdiction under CA s.994 is a broad one, but to state that as a general proposition really takes one no further. There are boundaries, and as Lord Hoffmann explained in his speech on O'Neill v. Phillips [1999] 1 WLR 1092 at p. 1098D, the concept of fairness under s.994 must be applied judicially and the content given to it must be based on rational principles. Moreover, context is everything and, in the context of a s.994 petition, the context is an association of persons together for an economic purpose, usually with some degree of formality, including that "[t]he terms of the association are contained in the articles of association and sometimes collateral agreements between the shareholders" (p. 1098G). Thus (p. 1098H-1099A):

Annis, I agree; regardless of the background, this is good news for the club financially and another threat lifted... :ayatollah:

Re: Isaccs Court case v Vincent Tan:

Sat Jul 30, 2022 9:32 am

I also thought Steve Borley came out if this well and it shows him to be the true Bluebird we know he is... :clap: :ayatollah:

"Dealing with the question of his independence, Mr Reade QC also put to Mr Borley the point that if he had disagreed with Mr Tan, then his fate as a director would have been sealed, like that of Mr Isaac. Mr Borley gave the following response:

"Well, I did survive that position because I did disagree with something Mr Tan did not want, and, as I said, I have always taken the view that I am a non-executive director, I speak my mind, I give my view.

Whether others accept it, or not, that is their position. Being a director, or being in a meeting, you have to contribute, and if you are not contributing either towards the running of the club or to the purpose of the meeting, what is the purpose of being there, my Lord?

So if they no longer wanted me there, I am sure my wife and my family would love to have me back, because doing 25 years in football, I have sacrificed my weekends, I have sacrificed my children growing up and I have sacrificed my grandkids, all for the fact that I have given 25 years of my life towards this football club, my Lord."

Re: Isaccs Court case v Vincent Tan:

Sat Jul 30, 2022 9:39 am

Sven wrote:I also thought Steve Borley came out if this well and it shows him to be the true Bluebird we know he is... :clap: :ayatollah:

"Dealing with the question of his independence, Mr Reade QC also put to Mr Borley the point that if he had disagreed with Mr Tan, then his fate as a director would have been sealed, like that of Mr Isaac. Mr Borley gave the following response:

"Well, I did survive that position because I did disagree with something Mr Tan did not want, and, as I said, I have always taken the view that I am a non-executive director, I speak my mind, I give my view. :bluebird:

Whether others accept it, or not, that is their position. Being a director, or being in a meeting, you have to contribute, and if you are not contributing either towards the running of the club or to the purpose of the meeting, what is the purpose of being there, my Lord?

So if they no longer wanted me there, I am sure my wife and my family would love to have me back, because doing 25 years in football, I have sacrificed my weekends, I have sacrificed my children growing up and I have sacrificed my grandkids, all for the fact that I have given 25 years of my life towards this football club, my Lord."





:thumbright: :thumbright: :bluebird:

Re: Isaccs Court case v Vincent Tan:

Sat Jul 30, 2022 9:41 am

Sven wrote:
Forever Blue wrote:Well that’s two court cases done out of the three and with the €15mill already put aside for the Sala case, that thankfully means No more having to worry now where the money will come from.





UPDATED:


Vincent Tan won his first court case regarding football.

Michael Isaccs was suing for the devaluation of his shares:

Tan was always going to win as said on here as the main / majority shareholder Tan voted for more shares to be made whicj devalued the existing shares, that happens in all public shares etc.

Many fans had theirs devalued including myself, but that’s exactly how it has always been and is the law.

Isaccs was never going to win.

But the judge awarding the case to Tan, did not make good comments on how it was done by Tan and says yes it was legal but was not happy in how all the circumstances came about and how it was over all done







Steve Borley:

"Well, I did survive that position of being a Director, because I did disagree with something Mr Tan did not want, and, as I said, I have always taken the view that I am a non-executive director, I speak my mind, I give my view. “







Unfair Prejudice: Discussion and Conclusions:

Mr Tan

There is first the question of whether Mr Tan's conduct in and of itself is capable of amounting to unfair prejudice in the conduct of the Company's affairs. I think not. That is essentially for two reasons.


The first reason is that I do not regard the acts of Mr Tan which are sought to be impugned as amounting to conduct of the Company's affairs. Section 994 is engaged only where "the company's affairs are or have been conducted" in an unfairly prejudicial manner. In Re Unisoft Group Ltd (No. 3) [1994] 1 BCLC 609, p. 623, Harman J drew a distinction between the acts or conduct of a company and the acts or conduct of a shareholder in his private capacity: the former are within section 994 but the latter are not. Thus, as the editors of Minority Shareholders – Law Practice and Procedure (6th Edn.) point out (at 6.22), there is a difference between the exercise of a member's votes, which is a private and personal act, and the passing of a resolution at a general meeting, which is an act of the company.
Here, it seems to me that what is really alleged against Mr Tan is that he used his position as majority shareholder in, and major lender to, the Company and the Club in order to put pressure on the Board to accede to his demands and thus get his own way. Even if he did, however, I do not see that those matters in and of themselves amount to conduct of the Company. Rather, they are matters which are personal and private to Mr Tan himself. He was entitled, qua shareholder and creditor, to seek to exercise such commercial pressure as was at his disposal in his own interests. In doing so, it seems to me he was acting on his own account, and so whatever he chose to do or not do cannot properly be characterised as the conduct of the Company's affairs. What was certainly an act of the Company was the way in which the Board reacted to the steps taken by Mr Tan: but that is a different matter.


The second (and related) reason is this. I do not detect anything unlawful or unconscionable in Mr Tan acting in the way he did, even if he was motivated by a personal feeling of vindictiveness against Mr Isaac.
Here we must be a little careful. In his submissions on behalf of Mr Isaac, Mr Reade QC pressed me to accept that what Mr Tan did was unfair. I agree it was unfair in the moral sense. Based on my findings above, it seems to me it was vindictive and unpleasant behaviour, and is to be deprecated. But to say something is unfair in that sense is not the same as saying it is unfair or unconscionable in the legal sense, because one can behave unpleasantly and unfairly (and people often do) without behaving unlawfully.


I accept, as Mr Reade QC also submitted, that the jurisdiction under CA s.994 is a broad one, but to state that as a general proposition really takes one no further. There are boundaries, and as Lord Hoffmann explained in his speech on O'Neill v. Phillips [1999] 1 WLR 1092 at p. 1098D, the concept of fairness under s.994 must be applied judicially and the content given to it must be based on rational principles. Moreover, context is everything and, in the context of a s.994 petition, the context is an association of persons together for an economic purpose, usually with some degree of formality, including that "[t]he terms of the association are contained in the articles of association and sometimes collateral agreements between the shareholders" (p. 1098G). Thus (p. 1098H-1099A):

Annis, I agree; regardless of the background, this is good news for the club financially and another threat lifted... :ayatollah:




It certainly is Chris,

It would be good for our club if we could stay out of anymore court cases .

Re: Isaccs Court case v Vincent Tan:

Sat Jul 30, 2022 9:43 am

From the beginning I said time and again that I believe Isaac had no chance .


So the verdict was not a surprise .

One interesting thing is that the judge said “regrettably” which I take to mean that Tan did not do the right and honorable thing but legally he was 100% in the right legally.


Two questions that are not clear to me :


(1) what about the costs ? Normally the loser (Isaac) has to pay costs ….did the judge bypass that because he felt Isaac was hard gone by or is it that now it remains open for Tan to ask for costs ?


(2) Does Tan actually have to pay Isaac £563.343 ? Or is it just that the judge valued it at that and Tan is not forced to buy ?

Re: Isaccs Court case

Sat Jul 30, 2022 10:08 am

pembroke allan wrote:
Bakedalasker wrote:
Aramore wrote:
Wayne S wrote:Why "regrettably"?.

Sounds biased. :lol:


Having spent far too long reading it it's because the judge believes that morally Tan acted improperly but not legally.


That's exactly what it is.

Tan has doe nothing wrong legally. So how can the judge go against him. Basically the Judge is saying Tan is a c**t and this is what Isaac wanted out of the case.



Expensive way to call someone a C? :o


Well that was Isaacs plan all along. He obviously thought it was worth it.

Re: Isaccs Court case

Sat Jul 30, 2022 10:10 am

Sven wrote:I see nowhere where the judgement calls Tan (quote somewhere above) a "c@@t" but it does talk of personal animosity; something most will have either had or received when 'falling out' with those we may have once been close(r) to



I should have used the word "Implying".

Re: Isaccs Court case v Vincent Tan:

Sat Jul 30, 2022 10:15 am

Forever Blue wrote:From the beginning I said time and again that I believe Isaac had no chance .


So the verdict was not a surprise .

One interesting thing is that the judge said “regrettably” which I take to mean that Tan did not do the right and honorable thing but legally he was 100% in the right legally.


Two questions that are not clear to me :


(1) what about the costs ? Normally the loser (Isaac) has to pay costs ….did the judge bypass that because he felt Isaac was hard gone by or is it that now it remains open for Tan to ask for costs ?


(2) Does Tan actually have to pay Isaac £563.343 ? Or is it just that the judge valued it at that and Tan is not forced to buy ?

I'm sure that Tan will put his costs in at a later date also they are Isaacs shares he can sell or keep them it will be up to him but the latest devaluation could effect them .if I was Isaacs I would sell at the best rate .

Re: Isaccs Court case v Vincent Tan:

Sat Jul 30, 2022 11:32 am

Interesting one? Sometimes judges rule that the loser doesn't pay costs or only reduced amount but normally this is stated at time of verdict so assume Isaacs will heed yo pay tan something.... as for shares thought whole point was for tan to turn these shares from debt to equity as previous times? Upto Isaacs what he does now with shares.