The venue selected for a meeting of the members of a company was too small to accommodate all the members who attended, and so the chairman adjourned the meeting to an alternative venue.
Held: The decision by the chairman was set aside on the ground that, although acting good faith, he had failed to take into account relevant factors in the exercise of a discretion as chairman. The initial assembly of members was a meeting for the purposes of the Companies Act and the company’s articles of association, even though no business could be transacted because the members could not be adequately accommodated. The chairman had adjourned the meeting to a larger venue later in the day, without the consent or direction of those present. He had a residual common law power of adjournment, arising out of his duty to regulate proceedings so as to enable those attending to be heard and to vote. That power was not removed or restricted by the provision of the company’s articles, in circumstances where it was not possible to discover whether the meeting would agree to an adjournment and an urgent decision was needed.
Judges:
Browne-Wilkinson V-C, Mustill, Woolf LJJ
Citations:
[1990] 1 Ch 170
Jurisdiction:
England and Wales
Cited by:
Cited – Pitt and Another v Holt and Others ChD 18-Jan-2010
The deceased had created a settlement in favour of his wife. He suffered serious injury and placed the damages in trust, but in a form which created an unnecessary liability to Inheritance Tax on his death. The wife’s mental health act receiver now . .
Cited – Pitt and Another v Holt and Another ChD 18-Jan-2010
The claimant sought to unravel a settlement she had made as receiver for her late husband, saying that it had been made without consideration of its Inheritance Tax implications. The Revenue said that there was no operative mistake so as to allow . .
Lists of cited by and citing cases may be incomplete.
Company
Updated: 20 May 2022; Ref: scu.402001
