The court considered an application by a shareholder of a company to enforce an alleged contract for the sale of shares that he claimed were offered to him at a meeting of the company. The minutes of the company meeting did not support the plaintiff’s claim that the contract had been entered into by the shareholder. The plaintiff sought to rely on evidence that was inconsistent with the signed minutes of the meeting, but the Articles provided that the minutes of any meeting purporting to be signed by the chairman should be ‘conclusive evidence without any further proof of the facts therein stated’. The plaintiff argued that the evidence inconsistent with the minutes is admissible as the secretary may be wrong in his record of what occurred. The defendant argued the words ‘conclusive evidence’ in the Articles of Association mean the minutes were evidence which could not be rebutted and were conclusive between the parties bound by the minutes. The defendant argued that any inconsistent evidence was nadmissible.
Held: Simonds J stated: ‘Now, art. 114 which I have read represents the bargain between the shareholders as to what is to be, as between them, the value and effect of the minutes of the company as recorded in its minute book and signed by the chairman, and their bargain is that it is to ‘be conclusive evidence without any further proof of the facts therein stated.’ I have no doubt that the words ‘conclusive evidence’ mean what they say; that they are to be a bar to any evidence being tendered to show that the statements in the minutes are not correct.’ This was the ‘natural meaning’ of the words, and: ‘That is to say, the minutes are to be regarded as evidence which is not to be displaced and is conclusive as between the parties who are bound by them.’
Simonds J
[1940] 1 Ch 657
England and Wales
Cited by:
Cited – Lamont-Perkins v Royal Society for The Prevention of Cruelty To Animals (RSPCA) Admn 24-Apr-2012
The defendant had been convicted of animal cruelty. She appealed to the Crown Court, and now appealed against rulings made by the judge as to the time limits for a prosecution under the 2006 Act in the Magistrates Court. She said that the RSPCA . .
Lists of cited by and citing cases may be incomplete.
Contract, Company
Updated: 06 December 2021; Ref: scu.452905