Constitution of the company & meetings and resolutions

Question 1

Ewing v Buttercup Margarine Company Ltd (1917)

Answer 1

The claimant (The Buttercup Dairy Co) had since 1904 been carrying on a business dealing in margarine & tea. Had 150 ships on his own in Scotland & north of England (wholesaler). They planned to expand the business to the south of England. Defendant was registered in 1916 under the same name "Buttercup Margarine Company Ltd and was a retailer & operated only around London. Claimant borough this action for an injection to prevent the defendant company for trading in that name.
HELD: An injunction would be granted to the claimant restraining the deferent company from trading in that name. (name appears to be too similar)

Question 2

Ashbury Railway Carriage and Iron Co v Riche (1875)

Answer 2

A company bought a concession for the construction of a railway system in Belgium. The object clause of the company’s memorandum stated that is was established “to make or sell or lend on hire railway carriages, wagons and all kinds of railway plant, fittings, machinery and rolling stock; to carry on the business of mechanical timber. coal, metal and other materials and to buy and sell such materials on commission or as agent”. Directors entered into an agreement to finance the construction of a railway line (carried out by Riche). Co run into difficulties and directors repudiated the contract. Riche sued for breach of contract.
HELD: The financing of the concession to build a complete railway system was ultra vires and void because it was not within the objects of the company. The company could use its funds to make things or railways, but not make railways as such. The contract with Riche was void & the directors were entitled to repudiate it.

Question 3

Rayfield v Hands (1958)

Answer 3

The articles of a private company provided that “every member who intends to transfer his shares shall inform the directors who will take the said shares equally between them at a fair value”. The directors refused to buy a shareholder’s shares as required by the articles.
HELD: The directors were bound to buy the shares as the articles are a contract between members of a company.

Question 4

Hickman v Kent or Romney Marsh Sheepbreeders’ Association (1915)

Answer 4

Defendant kept breeding records to ensure that sheep known as Kent or Romney March remained a pure breed. They refused to register Mr H’s sheep and a dispute ensued. The articles stated that any dispute should go to arbitration first. Mr H sued.
HELD: The action could not be heard prior to arbitration as the articles constituted a contract between the company and its members.