MA, AA, Meeting and Resolution Case Law Flashcards
Memorandum of Association
Company Name Case Law
Similar Names
Ewing v Buttercup Margarine Company Ltd (1917)
Case: The claimant (The Buttercup Diary Co) had since 1904 been carrying on a business dealing in margarine & tea. Had 150 shops on his own in Scotland & North of England (wholesaler). They planed to expand the business to the South of England. Defendant was registered in 1916 under the name “Buttercup Margarine Company Ltd and was a retailer & operated only around London. Claimant brought this action for an injunction to prevent the defendant company for trading in that name.
Held: An injunction would be granted to the claimant restraining the defendant company from trading in that name. (name appears to be too similar)
Articles of Association
The legal effect of the articles
Contracts between members of a company Case Law
Rayfield v Hands (1958)
Case: 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.
Articles of Association
The legal effect of the articles
Contracts between the company and its members
Hickman v Kent or Romney Marsh Sheepbreeders’ Association (1915)
Case: Defendant kept breeding records to ensure that sheep known as Kent or Romney Marsh 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.
