Deakin and Others v Faulding and Others; Specialist Group International Ltd v Deakin and Others; etc: ChD 31 Jul 2001

Directors of a company authorised payment of bonuses, but the power to do so lay with the shareholders, not the directors. However, the beneficial owner of a share held for him by a nominee could give assent to a motion of the company at a general meeting. The company sought repayment of the bonuses.
Held: Where all the shareholders who could have voted, attended a meeting at which they assented to some act, they are to be treated as if that act had been taken at a shareholders meeting.


The Hon Mr Justice Hart


Times 29-Aug-2001, Gazette 13-Sep-2001, [2001] EWHC Ch 7


Bailii, Bailii


England and Wales


appliedIn Re Duomatic Ltd ChD 1969
Payments were made by a company by way of remuneration to directors without complying with the company’s articles of association in that no resolution authorising the directors to receive remuneration had ever been passed in a general meeting of the . .
See AlsoSpecialist Group International Ltd v Deakin and Another CA 23-May-2001
Law upon res judicata – action estoppel and issue estoppel and the underlying policy interest whereby there is finality in litigation and litigants are not vexed twice on the same matter.
(May LJ) ‘the authorities taken as a whole tend to . .

Cited by:

CitedThe Secretary of State for Trade and Industry v Michael Hamilton Amiss, Jonathan Andrew Chapman, Roger Rex Ingles ChD 20-Mar-2003
The Secretary sought disqualification orders, under section 8 which left the court with a discretion as to whether an order should be made.
Held: It was not necessary to establish dishonesty to a Twinsectra standard to justify an order. The . .
Lists of cited by and citing cases may be incomplete.


Updated: 01 June 2022; Ref: scu.159888