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Law Cases
Company Law Cases
Company Constitution Cases

AG Belize v Belize Telecom [2009] UKPC 10

Country:
United Kingdom
By Oxbridge Law Team
Held

  • Articles provided that certain special shares gave their holders a right to appoint two directors of the company.

  • Claimant purchased some of these voting shares, but fell into financial trouble and later sold them.

  • Issue was whether directors appointed by Claimant were required to vacate office one Claimant sold his shares.

Held

  • Courts will imply terms into articles where this merely makes express what they would have reasonably been taken to mean against relevant background.

  • Court only has power to ascertain the meaning of the articles as a whole, and NOT individual terms.

  • Thus courts can imply terms in fact based upon meaning of articles as a whole.

  • Therefore “relevant background” includes:

    1. Scheme of Articles themselves

    2. To a very limited extent, background facts that third parties involved with the company would reasonably have known

  • On facts, anyone reading document as a whole would have reasonably understood that directors were required to vacate office.

    • Therefore terms could be implied to this effect.

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