xs
This website uses cookies to ensure you get the best experience on our website. Learn more
Law Cases
Company Law Cases
Power Within a Company Cases

Wright v Atlas Wright (Europe) Ltd [1999] B.C.C. 163

Country:
United Kingdom
By Oxbridge Law Team
Neuberger J
Facts

  • Service contract was entered into between company and Claimant (the former managing director of company) appointing him consultant for life.

  • No written resolution was passed by shareholders approving service contract, as required by what is now s.188 in relation to directors’ service contracts of longer than certain period of years.

  • However all the company’s shareholders were informed of arrangement and consented to it.

Neuberger J

  • If person for whose benefit a procedural requirement exists waives the right, informal consent is valid.

    • I.e. anyone with a procedural right is competent to waive that right

  • However doubted whether it is possible to use informal procedure where calling of meeting is for benefit of:

    • Future members 

    • Creditors

Facts

  • Purpose of what is now s.188 is protection of company’s members.

  • Thus members, as those protected by section, can override any formal requirements in section.

  • Therefore service contract was binding on company.

Any comments or edits about this case?
Get in touch

Similar cases

Southern Foundries v Shirlaw
Claimant, a director, had a ten-year service contract with Defendant, company. Power was inserted into articles allowing shareholders to appoint and dismiss directors at will. Claimant was dismissed...
Re Duomatic
Director was remunerated by company. When company went insolvent, liquidator sought to recover payments on grounds they had not been authorised in general meeting (as required by statute). Payments h...
Towcester Racecourse v Racecourse Association
Claimant argued that it was implied term of articles of association that any inquiry into a member would be proper, efficacious and open to its members; and that therefore directors could be directly...
Re New British Iron
Company’s articles provided for remuneration of directors at a certain rate.  Issue was whether directors could enforce this. Claimant could not enforce articles in his capacity as director. However...
Smith v Henniker-Major & Co
Claimant was a director of company. Believed that two other directors had breached their duties by unlawfully diverting business from company towards themselves. Company had right of action against t...

logo

Ambitious and intelligent students
choose Oxbridge Notes.

©2024 Oxbridge Notes. All right reserved.