corporate constitution cases Flashcards
rayfield v hands
courts permitted members to enforce an article requiring other members to take shares when other member transferred them
bratton seymour service v oxbourgh
CA held: terms cannot be implied from extrinsic circumstances
allen v gold reefs of west africa
alteration that only affected one member would still be valid if it could apply to all members
birch v cooper
there is a default presumption of equality between the shareholder
eley v positive life insurance
the AoA provided that C would be the company’s permanent solicitor CA held: unable to enforce his rights as a third party
russell v northern bank development
HL held: shareholder agreement not to create further share capital was binding on the shareholders but not the company
ag of belize v belize telecom
HL held: Lord Hoffman when the instrument is not clear- interpret in line with what a reasonable person would interpret - no additions to articles
shuttleworth v cox and bros
objective test to whether the alteration of the articles is bone fide in the interests of the company
quin & acton v salmon
court are reluctant to enforce rights between members
hickman v kent and romney
articles state that if there was a dispute arbitration is required. member issued writ against the appointment of secretary, co tried to enforce article HL held: lord ashbury ‘the company is entitled against its members to enforce
heals-hutchinson v brayhead
r was the chairman of brayhead and regularly acted as MD. he guaranteed the payment of a loan on hold. CA held: while richards lacked express actual authority as defacto MD he had implied actual authority
bushell v faith
HL held: the weighed voting rights were valid and not prohibited (Davis - this decision seems to be confined to limited situations
Re Duomatic
Buckley J: where it can be shown that all the shareholders who have a right to attend and vote in a GM of a company assent to some matter the assent is binding as a resolution must be [a)must be from all shareholders b) must consent with full knowledge]
royal british bank v turquand
the internal management rule - company was bound by loan as the resolution was a matter of internal management that C could presume had been correctly carried out
macdougal v gardiner
James LJ cannot seek enforcement of the articles on matters related to internal management
freeman and lockyer v brockhurst park properties
Diplock LJ summarised three conditions that must be met for apparent authority to be applicable 1) the representation was made to the contractor 2) that such a representation was made by a person or persons who had actual authority to manage the business generally or in respect of those matters which the contract related 3) the contractor was induced by such representation to enter into the contract
ashbury railway carriage and iron v riche
sets out ultra vires principle: Lord Hatherly - void and ultra vires
walker v london tramways
a company cannot contract itself out of the right to alter its articles
pender v lushington
chairman of shareholder’s meeting improperly refused to register the vote’s cast infringing on a member’s right Held: as his personal rights as a member were infringed he could enforce them
