Barron v Potter [1914] 1 Ch 895
Country:
United Kingdom
Reviewed By Oxbridge Law Team
Updated 2024-01-04 07:05:26 UTC
Directors of company were deadlocked; were two factions of directors, both of whom refused to turn up to board meetings called by the other side in order to prevent there being a quorum.
General meeting of shareholders purported to appoint an extra director to break deadlock; one group of directors challenged this decision on grounds that only directors had power to appoint directors.
Held
Is a default common law rule that annual general meeting has power to appoint directors where board is incapable of acting due to deadlock.
Thus appointment valid.
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