NESS TRAINING LIMITED v. TRIAGE CENTRAL LTD &c

[2] In the background to the dispute between the parties lies the decision taken in 1997 by the United Kingdom Government to involve the private sector in providing occupational training schemes for the unemployed. The name given by the government to this initiative was the "New Deal" and it appears that the contracts for the provision of training which the government intended to place with private commercial entities were seen as potentially profitable to the latter.

[4] Following such initial contacts and discussions what is averred by the pursuers then to have occurred is in these terms:-

[6] It appears that thereafter there was an indication that the Employment Service preferred that the company have its registered office in Scotland. At a meeting of the board of directors of Triage Central Ltd on 6 June 1998 the directors, according to the minute of their meeting, decided to convene an extraordinary general meeting to consider and pass, among others, a resolution "to register the company's registered office from England to Scotland".

"It was confirmed that the company Triage Central Ltd was now registered in Scotland and that the necessary cancellation of the English registered company authorised shares had been actioned. The required authorised Scottish share documentation to be organised".

[10] As at the date of that letter, other than a subscriber share held by the third defenders, no shares in the first defenders, Triage Central Ltd, had been issued. At the time of the last meeting of the board of directors on 8 October 1998 a draft shareholder agreement and a draft of a revised memorandum and articles of association existed but had not been finalised. The minute of that meeting, after noting, in section 7, that the third defenders had provided more than �28,000 to the company goes on to record that the second defenders and the pursuers: