Cases

2272 Words Nov 26th, 2013 10 Pages
Ferguson v Wilson (1866) LR 2 Ch App 77
‘The company itself cannot act in its own person… it can only act through directors’, Cairns LJ, pp 89-90.

Ernest v Nicholls (1857) 6 HL Cas 401
‘[The shareholders] can only act through the directors, and the acts of the individual shareholders have no effect whatever on the company at large’, Lrd Wensleydale, p 419.

Bushell v Faith 1969 1 All ER 1002
Where directors were empowered by the articles to increased voting rights on any resolution to remove them as directors, such a right was valid even though this might in practice defeat the s 303 ordinary resolution power to remove directors.

Re Richborough Furniture [1996] 1 BCLC 507
‘…clear evidence that he had been either the sole
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The directors issued additional shares to the bidding company to place the majority shareholder in a minority position so that he could no longer block acceptance of their preferred bid. The court held that although the directors were empowered to allot new shares and they may have genuinely believed that they were acting in the best interests of the company as a whole, on an objective test, the exercise of the powers were designed to thwart the wishes of the majority shareholder.

Re Smith and Fawcett Ch 304
Directors had a right (set out in the arts) to refuse to register a share transfer. When exercising that right the courts would respect their subjective decision as to what was in the company’s best interest. The court would not substitute its own view as to this question

Aberdeen Railway v Blaikie [1843] All ER 249
The railway co agreed to buy chairs from a firm, Blaikie Bros. Blaikie, a member of the firm was also a director of the company. When the firm tried to enforce the contract, the company successfully claimed that the contract should be voidable owing to the director’s conflict of interest. As Lord Cranworth held “[the director’s] duty to the company, imposed upon him the obligation of obtaining these …chairs at the lowest possible price. His personal interest would lead him in an entirely opposite direction and would induce him to fix as high a price as possible. This is the

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