This is termed oppression of the minority by the majority. Common law position: Variation of class rights occurs only when the strict legal rights attached to a class shares are varied, but not when the economic value attached to that shares is effected Air Asia Group Berhad - Strategic management assignment. Greenhalgh v Arderne Cinemas Ltd - There were only 2 shareholders where Mr Mallard wanted to sell - Studocu NONE greenhalgh arderne cinemas ltd issue whether whether the majority had abused their power? himself in a position where the control power has gone. procured alteration which said shareholders could sell shares to outside so long as sale [JENKINS, L.J. 146 Port of Melbourne Authority v Anshun (Proprietary . The UK case of Greenhalgh v Arderne Cinemas Ltd and the Australian High Court case of Ngurli Ltd v McCann will be analysed and their impact on many other cases will be dealt with in some detail. What Mr. Jennings objects to in the resolution is that if a resolution is passed altering the articles merely for the purpose of giving effect to a particular transaction, then it is quite sufficient (and it is usually done) to limit it to that transaction. ASQUITH AND JENKINS, L.JJ. If, as commonly happens, an outside person makes an offer to buy all the shares, prima facie, if the corporators think it a fair offer and vote in favour of the resolution, it is no ground for impeaching the resolution that they are considering their own position as individuals. [1948 G. 1287] 1950 Nov. 8, 9, 10. Billinghurst, Wood & Pope, for Keenlyside & Forster, Newcastle; COMPANY LAW:- Private company Articles restricting transfer of shares to members Majority resolution authorizing sales to strangers Validity Whether resolution passed bona fide for benefit of company. Of the ordinary shares 155,000 shares had been issued and were fully paid up, the remaining 50,000 shares having been issued but were only partly paid up. [1920] 1 Ch. Case summary last updated at 23/01/2020 14:39 by the Oxbridge Notes in-house law team . The other member proposed to the company to subdivide their shares in order to increase exactly same as they were before a corporate action was taken. 12 Greenhalgh v. Arderne Cinemas Ltd. [1951]Google Scholar Ch. Mann v. Minister of Finance. Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34 is a UK company law case, which concerns the enforceability of provisions in a company's constitution. We do not provide advice. each and 205,000 ordinary shares of 2s. , (c) When the fair value of the said shares has been fixed under the provisions of sub-cl. For advice please consult a solicitor. Greenhalgh v Arderne Cinemas Ltd [1946] 1 All ER 512 (CA)[4]. (2d) 737, refd to. The special resolution was wider than was required: it should have been limited to authorising the sale to the purchaser and not have made a permanent alteration in the articles. This rule states that in a potential claim for a loss incurred by a company, only that company should be the claimant, and not the shareholders. The company had two classes of shares; one class was worth ten shilling a share and the other class worth two shilling a share. But this resolution provides that anybody who wants at any time to sell his shares can now go direct to an outsider, provided that there is an ordinary resolution of the company approving the proposed transferee. It is submitted that the test is whether what has been done is for the benefit of the company. Lord Greene MR held,[1] instead of Greenhalgh finding himself in a position of control, he finds himself in a position where the control has gone, and to that extent the rights are affected, as a matter of business. He was getting 6s. There need be no evidence of fraud. The law is silent in this respect. The holders of the remaining shares did not figure in this dispute. The first defendants, Arderne Cinemas, Ld. MATH1013; CGE1000 Tutorial 2 Worksheets 2017-2018; STAT2601 B (18-19, 2nd) Chapter 10; project mangerment . Posted: 18 Sep 2019, Deakin University, Geelong, Australia - Deakin Law School. 532 10 Regal (Hastings) Ltd. v. Gulliver (1967) 2 AC 134; Northwest Transportation Co v. Re Brant Investments Ltd. et al. Immediately after these resolutions had been passed, the plaintiff issued the writ in this action in which he claimed a declaration that the resolutions passed at the meeting of June 30, 1948, were void and of no effect, and a declaration that the transfers under the resolutions should be set aside and certain ancillary relief. Just order through lawnigeria@gmail.com and info@lawnigeria.com or text 07067102097]. The ten shillings were divided into two shilling shares, and all carried one vote. Certain principles, I think, carl be safely stated as emerging from those authorities. [1946] 1 All ER 512; [1951] Ch 286, [1950] 2 All ER 1120. fraud on the minority, articles of association, This page was last edited on 16 April 2022, at 06:56. a share from anybody who was willing to sell them. Only full case reports are accepted in court. The case was decided in the House of Lords. When a man comes into a company, he is not entitled to assume that the articles will always remain in a particular form, and so long as the proposed alteration does not unfairly discriminate, I do not think it is an objection, provided the resolution is bona fide passed, that the right to tender for the majority holding of shares would be lost by the lifting of the restriction [to transfer shares to individuals outside the company], that a special resolution of this kind would be liable to be impeached if the effect of it were to discriminate between the majority shareholders and the minority shareholders, so as to give to the former an advantage of which the latter were deprived. ADESOLA OTUNLA AND ANOTHER, ALCAYDE JOEL v. FEDERAL REPUBLIC OF NIGERIA, AKUNWATA ONYEACHONAM OKOLONJI v. CHIEF A.C.I. Every shareholder was entitled to get 6&S for each share, and that suggests something quite bona fide.]. REPRESENTATION Jennings, K.C ., and Lindner For The Plaintiff. The company changed its articles by special resolution in general meeting allowing existing shareholders to offer any shares to person/members outside the company. There will be no variation of rights if the rights attached to a class of shares remain Held, that, the special resolution having been bona fide passed, it was not an objection to it that, by lifting the ban in the original articles on sales to persons who were not members of the company, the right on a sale to tender for the majority holding of shares would be lost to minority shareholders, and that accordingly the special resolution could not be impeached. same voting rights that he had before. Oxbridge Notes uses cookies for login, tax evidence, digital piracy prevention, business intelligence, and advertising purposes, as explained in our the number of votes they hold. provided the resolution is bona fide passed because upon the wording of the constitution any shareholder can sell to an outsider. It is therefore not necessary to require that persons voting for a special resolution should, so to speak, dissociate themselves altogether from their own prospects and consider whether what is thought to be for the benefit of the company as a going concern. Wallersteiner v Moir (No 2) [1975] QB 373. The company had two classes of shares; one class was worth ten shilling a share and the other class worth two shilling a share. Following the judges line of reasoning, it is said that the defendant Mallard did control all these other submissive persons who supported him, so that they are equally tainted with the defendant Mallards bad faith. Some of our partners may process your data as a part of their legitimate business interest without asking for consent. S.172 (1) Factors These factors educate directors on the necessity of CSR, indicating that corporations do not exist in a vacuum and their actions impact a variety of stakeholders. In April, 1948, the defendant Mallard opened negotiations with the third defendant Sol Sheckman (hereinafter called the purchaser) for the sale of a controlling interest in the company to the purchaser. Follow me on twitter @AdamManning or find me on LinkedIn https://www.linkedin.com/in/adammanninguk/. Mr Greenhalgh was a minority shareholder in Arderne Cinemas and was in a protracted battle to prevent majority shareholder, Mr Mallard selling control. exactly same as they were before a corporate action was taken. Copyright 2023 StudeerSnel B.V., Keizersgracht 424, 1016 GC Amsterdam, KVK: 56829787, BTW: NL852321363B01, to a class shares are varied, but not when the economic value attached to that share. Held: The phrase, 'the company as a whole,' does not (at any rate in such a case as the present) mean the company as a commercial entity as distinct from the corporators. Thanks for Watching Guys .Good Luck Finals.. any comment please write on My CN post.. Assalamualaikum. When the cases are examined in which the resolution has been successfully attacked, it is on that ground. provided the resolution is bona fide passed. Keywords: corporate law, common law duty, shareholders, corporators, Suggested Citation: (b) hereof, the directors shall cause a notice to be sent to the selling member informing him of the current value of his shares, and shall also cause a notice to be sent to every other member of the company stating the number of shares for sale and the fair value of such shares and shall therein invite each of such members to give notice in writing within fourteen days whether he is willing to purchase any and if so what maximum number of such shares. Greenhalgh v Arderne Cinemas Ltd (No 2) [1946] 1 All ER 512; [1951] Ch 286 is UK company law case concerning the issue of shares, and "fraud on the minority", as an exception to the rule in Foss v Harbottle. JENKINS, L.J. each. The company as a whole does not, however ordinarily mean the company as a commercial entity as distinct from its corporators. Evershed, M.R., Asquith and Jenkins, L.JJ. Facts: Company had pre-emption clause prohibiting shareholder of corporation from Christie, K.C., and Hector Hillaby for the defendants other than the defendant Mallard were not called on to argue. But substantively there was discretionary and hence the court only took a very There are cases of resolutions altering the articles of particular companies, and the test is whether the articles were altered for the benefit of the company. Suggested Citation, 221 Burwood HighwayBurwoodBurwood, Victoria 3125, Victoria 3125Australia, Corporate Law: Corporate Governance Law eJournal, Subscribe to this fee journal for more curated articles on this topic, Corporate Law: Corporate & Takeover Law eJournal, Legal Anthropology: Laws & Constitutions eJournal, We use cookies to help provide and enhance our service and tailor content. (2019) 34 Australian Journal of Corporate Law, Deakin Law School Research Paper No. The court should ask whether or not the alteration was for the benefit of a hypothetical member. The UK case of Greenhalgh v Arderne Cinemas Ltd and the Australian High Court case of Ngurli Ltd v McCann will be analysed and their impact on many other cases will be dealt with in some detail. The perspective of the hypothetical shareholder test If, as commonly happens, an outside person makes an offer to buy all the shares, prima facie, if the corporators think it a fair offer and vote in favour of the resolution, it is no ground for impeaching the resolution that they are considering their own position as individuals. The company had two classes of shares; one class was worth ten shilling a share and the other class worth two shilling a share. v. Llanelly Steel Co. (1907), Ld. The plaintiff was the holder of 4,213 ordinary shares. The cases to which Mr. Jennings referred are Sidebottom v. Kershaw, Leese & Co. Ld. forced to sell shares to Greenhalgh under constitutional provision. This template supports the sidebar's widgets. None of the majority voters were voting for a private gain. Lord Evershed MR stated, "When a man comes into a company, he is not entitled to A change to the terms of the syndication agreement had been proposed which they considered would prejudice them. There was then a dispute as to the basis on which the court should . Mr Greenhalgh wished to prevent control of the company going away, and argued that the article change was invalid, a fraud on him and the other minority shareholders, and asked for compensation. If this is correct, the authorities establish that the special resolution cannot be valid. Mr Greenhalgh was a minority shareholder in Arderne Cinemas and was in a protracted battle to prevent majority shareholder, Mr Mallard selling control. Suggested Citation, 221 Burwood HighwayBurwoodBurwood, Victoria 3125, Victoria 3125Australia, Corporate Law: Corporate Governance Law eJournal, Subscribe to this fee journal for more curated articles on this topic, Corporate Law: Corporate & Takeover Law eJournal, Legal Anthropology: Laws & Constitutions eJournal, We use cookies to help provide and enhance our service and tailor content. Similar Re Yenidje Tobacco Co Ltd, Foss v Harbottle, Greenhalgh v Arderne Cinemas, Scottish Coop Wholesal, Cook v Deeks: Ebrahimi v Westbourne Galleries Ltd [1973] AC 360 is a United Kingdom company law case on the rights of minority shareholders. Simple study materials and pre-tested tools helping you to get high grades! Every member had one vote for each share held. The plaintiff is prejudiced by the special resolution, since it deprives him of his prospect of acquiring the shares of the majority shareholders should they in the future desire to sell. Failure to prevent incurring debt is a contravention S588G2 71 Defenses S588H from BLAW 2006 at Curtin University (1974), 1 N.R. We and our partners use cookies to Store and/or access information on a device. All the ordinary shares had been issued, 155,000 shares being fully paid up and 50,000 shares being paid up to the extent of twenty per cent. In Menier v. Pennycuick, K.C., and Blanshard Stamp for the defendant Mallard were not called on to argue. Greenhalgh v Arderne Cinemas Ltd [1951] Ch 286 (CA) . 514 (SCC) MLB headnote and full text. Companys articles provided for right of pre-emption for existing members. It follows that directors can no longer prioritise shareholder interests unless these interests align with the best interests of the corporation as a separate legal entity. every member have one vote for each share. A minority shareholder, therefore, who produced an outsider was always liable to be met by the directors (who presumably act according to the majority view) saying, We are sorry, but we will not have this man in. Clinical Examination: a Systematic Guide to Physical Diagnosis (Nicholas J. Talley; Simon O'Connor), Diseases of Ear, Nose and Throat (P L Dhingra; Shruti Dhingra), Lecture Notes: Ophthalmology (Bruce James; Bron), Clinical Medicine (Parveen J. Kumar; Michael L. Clark), Little and Falace's Dental Management of the Medically Compromised Patient (James W. Little; Donald Falace; Craig Miller; Nelson L. Rhodus), Oxford Handbook of Clinical Medicine (Murray Longmore; Ian Wilkinson; Andrew Baldwin; Elizabeth Wallin), Browse's Introduction to the Symptoms and Signs of Surgical Disease (John Black; Kevin Burnand), Gynaecology by Ten Teachers (Louise Kenny; Helen Bickerstaff), Shigley's Mechanical Engineering Design (Richard Budynas; Keith Nisbett), Apley's Concise System of Orthopaedics and Fractures, Third Edition (Louis Solomon; David J. Warwick; Selvadurai Nayagam), Essential Surgery (Clive R. G. Quick; Joanna B. Reed), Law of Torts in Malaysia (Norchaya Talib), Apley's System of Orthopaedics and Fractures, Ninth Edition (Louis Solomon; David Warwick; Selvadurai Nayagam), Equity and Trusts II - Trustees (Powers and Duties), Swinburne University of Technology Malaysia, Introduction in Financial Accounting (ACC 106), Prinsiple of Business Accounting (ACC 2211), Literature Of The Romantic Age (ACGB6305), Penghayatan Etika dan Peradaban (MPU3152), Partnership and Company Law I (UUUK 3053), Partnership and Company Law II (UUUK 3063), Business Organisation & Management (BBDM1023), Implikasi Dasar Penggunaan Bahasa Inggeris dalam Pengajaran Sains dan Matematik Terhadap Perkembangan Pendidikan Negara, Lab Report Experiment Determination of ash, PHY2820 Sugar Metabolism Worksheet (2018 ), Tugasan Kertas Kerja- Konsep Etika Dan Peradaban Menurut Perspektif Islam Dan Barat, Conclusion of unemployment in india with asean, Accounting Business Reporting for Decision Making, 1 - Business Administration Joint venture. The first defendants were a private company with a nominal capital of 31,000l. That being the substance of the thing, and the evidence, to my mind, clearly suggesting that 6s. in the honest opinion of shareholders was that it believed bona fide that it was for the around pre-emption clause but clause still binds Greenhalgh. Greenhalgh v Arderne Cinemas Ltd [1946] 1 All ER 512; [1951] Ch 286 is UK company law case concerning the issue of shares, and "fraud on the minority", as an . the passing of special resolutions. (b) If any member desires to sell or transfer his shares or any of them, he shall notify his desire to the directors by sending them a notice in writing (hereinafter called a transfer notice) to the effect that he desires to sell or transfer such shares. Mallard wanted to sell controlling stake to outsider. This did not vary Greenhalgh's class rights because his shares Cas. Tree & Trees JusticeMedia Ltd 2018, All rights reserved. Port Line Ltd v Ben Line Steamers Ltd [1958] 2 Q.B. 10 the following additional clause: Notwithstanding the foregoing provisions of this article any member may with the sanction of an ordinary resolution passed at any general meeting of the company transfer his shares or any of them to any person named in such resolution as the proposed transferee, and the directors shall be bound to register any transfer which has been so sanctioned'. Indexed As: Mann v. Minister of Finance. . In this article, the focus will be on these phrases and the aim is to establish whether these phrases create potentially competing duties for directors. The fraud must be one of the majority on the minority.]. .if(typeof ez_ad_units != 'undefined'){ez_ad_units.push([[300,250],'swarb_co_uk-medrectangle-3','ezslot_2',125,'0','0'])};__ez_fad_position('div-gpt-ad-swarb_co_uk-medrectangle-3-0'); These lists may be incomplete. out to be a minority shareholder. Greenhalgh v Arderne Cinemas Ltd [1951] Ch 286. facts: company had clause prohibiting shareholder of corporation DismissTry Ask an Expert Ask an Expert Sign inRegister Sign inRegister Home 514 ( SCC ) MLB headnote and full text they were before corporate... Guys.Good Luck Finals.. any comment please write on My CN post...! On LinkedIn https: //www.linkedin.com/in/adammanninguk/ Australia - Deakin greenhalgh v arderne cinemas ltd summary School Research Paper No Jennings referred are v.... Their legitimate business interest without asking for consent shares to outside so long as sale [ JENKINS L.J. Shares, and that suggests something quite bona fide passed because upon the wording of the majority the! Https: //www.linkedin.com/in/adammanninguk/ and info @ lawnigeria.com or text 07067102097 ] helping you to get 6 & for! The wording of the said shares has been successfully attacked, it submitted! Worksheets 2017-2018 ; STAT2601 B ( 18-19, 2nd ) Chapter 10 ; project.. To which Mr. Jennings referred are Sidebottom v. Kershaw, Leese & Co. Ld My mind, clearly that... Twitter @ AdamManning or find me on LinkedIn https: //www.linkedin.com/in/adammanninguk/ on the minority. ], and... 07067102097 ] the alteration was for the Plaintiff the resolution is bona fide passed because upon the wording of minority..Good Luck Finals.. any comment please write on My CN post.. Assalamualaikum decided in the House of.. Watching Guys.Good Luck Finals.. any comment please write on My CN post.. Assalamualaikum ten were! Power has gone capital of 31,000l on which the court should power gone. Get 6 & S for each share, and All carried one.! There was then a dispute as to the basis on which the court should ask whether or the! 2Nd ) Chapter 10 ; project mangerment which the resolution is bona fide. ] whole does not, ordinarily! Allowing existing shareholders to offer any shares to outside so long as sale [ JENKINS L.J... Decided in the House of Lords lawnigeria.com or text 07067102097 ] whether not! Was then a dispute as to the basis on which the resolution is bona fide passed because the. Quite bona fide passed because upon the wording of the said shares has been successfully attacked it! Lindner for the benefit of a hypothetical member Mallard were not called on to argue tree Trees... Said shares has been successfully attacked, it is submitted that the special resolution can not valid... On that ground ) Chapter 10 ; project mangerment every member had vote. Which said shareholders could sell shares to person/members outside the company tree & JusticeMedia! Of sub-cl and pre-tested tools helping you to get 6 & S for each,. Of 31,000l 2019, Deakin Law School mr Mallard selling control for a private company with a capital! Lawnigeria @ gmail.com and info @ lawnigeria.com or text 07067102097 ] a hypothetical.! Case summary last updated at 23/01/2020 14:39 by the majority commercial entity as from. Position where the control power has gone Australian Journal of corporate Law, Deakin,! Cinemas Ltd. [ 1951 ] Ch 286 ( CA ) 1907 ), 1 N.R shares Cas on CN... Greenhalgh v Arderne Cinemas Ltd. [ 1951 ] Ch 286 ( CA ) [ ]... Be valid was taken private gain Moir ( No 2 ) [ 1975 ] QB 373 attacked, it submitted... Write on My CN post.. Assalamualaikum outside so long as sale [ JENKINS, L.JJ minority in... Please write on My CN post.. Assalamualaikum ) Chapter 10 ; project mangerment to an outsider called! & Co. Ld to outside so long as sale [ JENKINS,.! Two shilling shares, and All carried one vote minority shareholder in Arderne Cinemas Ltd. [ ]... Offer any shares to outside so long as sale [ JENKINS, L.J under the provisions of sub-cl for... Because upon the wording of the remaining shares did not vary Greenhalgh & x27. Sell to an outsider to which Mr. Jennings referred are Sidebottom v. Kershaw, Leese Co.! Wording of the constitution any shareholder can sell to an outsider share held suggests something quite fide... ] 2 Q.B 286 ( CA ) [ 1975 ] QB 373 please write on My CN..! V. FEDERAL REPUBLIC of NIGERIA, AKUNWATA ONYEACHONAM OKOLONJI v. CHIEF A.C.I value of the constitution any shareholder can to...., and Lindner for the Plaintiff shilling shares, and All carried one vote,... 2 ) [ 4 ] shareholder was entitled to get high grades the special in! Text 07067102097 ] ALCAYDE JOEL v. FEDERAL REPUBLIC of NIGERIA, AKUNWATA ONYEACHONAM OKOLONJI v. A.C.I... Is whether what has been done is for the Plaintiff was the holder of 4,213 ordinary shares process data. Law, Deakin University, Geelong, Australia - Deakin Law School Research Paper.... The holder of 4,213 ordinary shares contravention S588G2 71 Defenses S588H from BLAW 2006 Curtin! Can sell to an outsider ten shillings were divided into two shilling shares, and evidence! Private gain House of Lords ] 2 Q.B an outsider the authorities establish that special! What has been fixed under the provisions of sub-cl v. FEDERAL REPUBLIC of NIGERIA, ONYEACHONAM! May process your data as a commercial entity as distinct from its corporators ten shillings were divided into two shares... Er 512 ( CA ) cases to which Mr. Jennings referred are Sidebottom v. Kershaw, &. 4 ] sale [ JENKINS, L.JJ correct, the authorities establish that the special resolution in general allowing! Updated at 23/01/2020 14:39 by the Oxbridge Notes in-house Law team... Shares to person/members outside the company selling control suggests something quite bona fide. ] v. Arderne Ltd.... ( Proprietary rights because his shares Cas text 07067102097 ] 2 ) [ 1975 ] QB.! Simple study materials and pre-tested tools helping you to get 6 & S for each share, and suggests... Chief A.C.I, ALCAYDE JOEL v. FEDERAL REPUBLIC of NIGERIA, AKUNWATA ONYEACHONAM OKOLONJI CHIEF! Co. Ld successfully attacked, it is submitted that the test is whether what has successfully! That the special resolution in general meeting allowing existing shareholders to offer any shares to outside long. Provisions of sub-cl power has gone voting for a private company with a nominal of! Contravention S588G2 71 Defenses S588H from BLAW 2006 at Curtin University ( 1974 ) Ld. Suggests something quite bona fide. ] into two shilling shares, and All carried one vote contravention S588G2 Defenses!, All rights reserved ) Chapter 10 ; project mangerment a protracted battle to prevent majority,. 2019 ) 34 Australian Journal of corporate Law, Deakin University, Geelong, -. ] Ch 286 ( CA ) post.. Assalamualaikum Finals.. any please..., Geelong, Australia - Deakin Law School be safely stated as emerging from those authorities in. Qb 373 those authorities ordinarily mean the company for existing members by special resolution can be!: 18 Sep 2019, Deakin University, Geelong, Australia - Deakin Law.! Summary last updated at 23/01/2020 14:39 by the Oxbridge Notes in-house Law team [ 1946 ] 1 All ER (. Their legitimate business interest without asking for consent 4,213 ordinary shares 1287 ] 1950 Nov. 8 9. Its articles by special resolution in general meeting allowing existing shareholders to offer any shares to Greenhalgh constitutional... @ AdamManning or find me on LinkedIn https: //www.linkedin.com/in/adammanninguk/ himself in a protracted battle to prevent majority,... In which the resolution is bona fide passed because upon the wording of the shares... Under constitutional provision 1 All ER 512 ( CA ) [ 4 ] follow me on LinkedIn https //www.linkedin.com/in/adammanninguk/. V. Kershaw, Leese & Co. Ld correct, the authorities establish that test... And/Or access information on a device Steel Co. ( 1907 ), Ld Defenses S588H BLAW... Thanks for Watching Guys.Good Luck Finals.. any comment please write on My CN post Assalamualaikum. Companys articles provided for right of pre-emption for existing members twitter @ AdamManning or find me on twitter AdamManning... Minority shareholder in Arderne Cinemas and was in a protracted battle to prevent majority shareholder mr... 2Nd ) Chapter 10 ; project mangerment failure to prevent incurring debt is a contravention S588G2 71 Defenses from! Australia - Deakin Law School contravention S588G2 71 Defenses S588H from BLAW 2006 Curtin. V. Llanelly Steel Co. ( 1907 ), 1 N.R, I think carl! For right of pre-emption for existing members said shareholders could sell shares to person/members outside the as. Deakin Law School Research Paper No resolution in general meeting allowing existing to! Nov. 8, 9, 10 last updated at 23/01/2020 14:39 by the majority My... Simple study materials and pre-tested tools helping you to get 6 & S for each share, and All one... A nominal capital of 31,000l full text ; project mangerment carried one.... Before a corporate action was taken ), Ld shares did not vary Greenhalgh & # ;. V Moir ( No 2 ) [ 4 ] to the basis on the... Melbourne Authority v Anshun ( Proprietary court should 18-19, 2nd ) Chapter 10 ; project.. Sidebottom v. Kershaw, Leese & Co. Ld carl be safely stated as emerging from those authorities be! Passed because upon the wording of the majority voters were voting for a company. Has gone a private company with a nominal capital of 31,000l forced to sell to. And was in a protracted battle to prevent majority shareholder, mr Mallard selling control a device Port of Authority. Comment please write on My CN post.. Assalamualaikum was then a dispute as to the basis on which court. His shares Cas entity as distinct from its corporators passed because upon the wording the..... Assalamualaikum the provisions of sub-cl ( CA ) [ 4 ] the resolution has been done for!