Foster v Foster [1916] 1 Ch 532

Board of directors had power to appoint a managing director. However article of company provided that directors were disqualified from voting on any contract in which they had an interest. 

Were three directors. Two of them wished to be MD; however each was barred by articles from voting on their own appointment, and each was opposed by their competitor; thus no effective majority of board’s votes could be obtained to appoint anyone MD.

General meeting purported to appoint one of the two as MD; competitor challenged decision of general meeting.