England and Wales: "Accounts and records"

In Gallaher International Ltd v TLAIS Enterprises Ltd [2008] EWHC 804 (Comm), various allegations of breach of contract were made, including one party's failure to keep "full, proper and accurate accounts and records". In considering this alleged breach, the trial judge explored the meaning of "accounts and records" and observed (at para. [661]):

"Accounts and the records from which accounts are prepared are recognisably distinct things. That is so as a matter of ordinary language. The distinction also appears in the English Companies Act 1985, which by section 221 requires every company to keep 'accounting records which are sufficient to … enable the directors to ensure that any balance sheet and profit and account' prepared under the relevant Part complies with the requirements of the Act. It also appears in the Cypriot Companies Law, section 141(1) of which requires the directors to ensure that 'proper books of account are kept that are deemed necessary for financial accounts' in accordance with the Law".

[Under the Companies Act (2006), Section 386 requires every company to keep "adequate accounting records"].