Company Law 1 - University of Wolverhampton

Shuttleworth v Cox Bros & Co (Maidenhead) Ltd [1927] 2 KB 9 (CA)Wood v Odessa Waterworks Co (1889) 42 Ch D 636ARTICLES OF ASSOCIATION – ALTERATION OF ARTICLESAllen v Gold Reefs of West Africa Ltd [1900] 1 Ch 656Andrews v Gas Meter Company Ltd [1897] 1 Ch 361Brown v British Abrasive Wheel Co [1919] 1 Ch 290Cane v Jones [1980] 1 WLR 1451; [1981] 1 All ER 533Clemens v Clemens Bros Ltd [1976] 2 All ER 268Cumbrian Newspapers Group Ltd v Cumberland and WestmorelandHerald Newspaper and Printing Co Ltd [1987] Ch 1; [1986] 2 All ER 816Dafen Tinplate Co Ltd v Llanelly Steel Co (1907) Ltd [1920] 2 Ch 124Eley v The Positive Government Security Life Assurance Co Ltd (1876) 1 Ex D 88Greenhalgh v Arderne Cinemas Ltd [1951] Ch 286 (CA)Hickman v Kent or Romney Marsh Sheepbreeders’ Association [1915] 1 Ch 881House of Fraser plc v ACGE Investments Ltd and Others [1987] BCLC 478Northern Counties Securities Ltd v Jackson and Steeple Ltd [1974] 1 WLR 1133; [1974] 2 All ER625Northern Engineering Industries plc, Re [1994] BCC 618 (CA)Punt v Symons & Co Ltd [1903] 2 Ch 506Quinn & Axtens v Salmon [1909] AC 442Rights and Issues Investment Trust Ltd v Stylo Shoes Ltd [1964] 3 All ER 628Russell v Northern Bank Development Corporation Ltd [1992] 1 WLR 588 (HL); [1992] 3 All ER161 (HL)Shuttleworth v Cox Bros & Co (Maidenhead) Ltd [1927] 2 KB 9 (CA)Sidebotham v Kershaw, Leese & Co [1920] 1 Ch 154 (CA)Southern Foundries (1926) Ltd v Shirlaw [1940] AC 701Companies Act 1985: ss2, 4, 6, 9, 14, 16, 17, 18, 42, 125, 126, 127 and 128Companies Act 1989: s110(2)Self-Study Questions1 Distinguish the memorandum from the articles.2 Does the s14 contract bind the members and the company?3 Does the s14 contract bind the members inter se?4 Can a company alter its objects by an ordinary resolution?5 What steps can a shareholder take if he wishes to prevent analteration to the objects clause becoming effective?Sample Questions1 Section 9 of the Companies Act 1985 permits a company to alter or add to its articles by specialresolution. What limitations, if any, does the law place on the exercise of this power?(Wolverhampton LLB by Distance Learning, September 2000, Question 5.)2 a In what ways and subject to what limitations may a company alter its articles of association? bPotter is the managing director of Ceramics Ltd and holds 25 per cent of the company’s shares.The articles of the company contain a clause appointing him director for life.The other directors of the company have discovered that Potter has not accounted for money receivedon the company’s behalf and is a major shareholder in a company which is directly in competitionwith Ceramics Ltd.