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Law Cases
Company Law Cases
Power Within a Company Cases

Cane v Jones [1980] 1 WLR 1451

Country:
United Kingdom
By Oxbridge Law Team
Held

  • Case concerned family company; according to articles of company, chairman had a casting vote at directors’ and shareholders’ meetings.

  • Claimant claimed that in 1967, unanimous agreement between shareholders was made to effect that chairman should no longer have a casting vote.

Held

  • Unanimous informal agreement was valid to alter company’s articles.

    • Thus had same effect as special resolution.

  • Therefore chairman no longer had casting vote.

  • Is true that it is normally case that special resolution required to alter articles

    • However no reason why informal consent should not achieve same thing where it is unanimous amongst shareholders

  • NB as alteration was never sent to Companies House, third parties still entitled to rely on old articles.

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