(Barbados) An old sugar plantation company was to sell its holding to developers to repay debts. One shareholder asserted a right of pre-emption. She failed in a claim that the company was acting in a manner prejudicial to her minority interests, and appealed.
Held: The issue was decided by interpretation of the company’s articles. The clauses gave pre-emption rights to existing members and to ‘selected persons’. The appellant said that members were to be given priority over non-members. The respondent said that discretion was given to directors. The clause was unlikely to restrict the directrs’ discretion as argued. The argument proposed by the appellant would nullify entirely the pre-emption rights given to the selected persons, and that could not stand. The appeal failed.
Judges:
Lord Nicholls of Birkenhead, Lord Hoffmann, Lord Scott of Foscote, Lord Walker of Gestingthorpe, Sir Anthony Evans
Citations:
[2005] UKPC 25
Links:
Jurisdiction:
Commonwealth
Company
Updated: 01 July 2022; Ref: scu.228317