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Meaning of "goods" within the Commercial Agent Regulations

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Meaning of "goods" within the Commercial Agent Regulations

Where there has been a breakdown of relations between those in business together it is often the case that there will have been some degree of misconduct on the part of more than one or even all of those involved.

In Interactive Technology Corp Ltd v Ferster [2016] EWHC 2896 the Companies Court grappled with issues of "relative misconduct" in the context of a petition for relief from unfairly prejudicial conduct brought under section 994 Companies Act 2006. The misconduct was "relative" both in the sense that the allegations of misconduct were made as between three brothers but also, more interestingly, in that the court made an assessment of the gravity of the misconduct on the part of one as compared to that of the other brothers.

The court declined to grant relief to the one brother despite finding that he had been the victim of unfairly prejudicial conduct on the basis that he had himself been guilty of misconduct far outweighing that of his brothers.

In this case the fact that the misconduct on the part of one brother considerably outweighed that of his brothers was clear. In other cases it will be considerably more difficult to assess the relative degree of misconduct of those in business together and, consequently, who, if anyone, should be entitled to relief or to determine what form of any relief might be appropriate. Indeed, in some such cases the court may be tempted simply to deny relief under section 994 to all the participants and leave them with little to fall back on if they cannot resolve matters between themselves other than seeking the winding up of their company or partnership.

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