''Barron v Potter''

914 __NOTOC__ Year 914 ( CMXIV) was a common year starting on Saturday of the Julian calendar. Events By place Byzantine Empire * Spring – Empress Zoe Karbonopsina leads a palace coup at Constantinople and, with the support of the '' ma ...

1 Ch 895 is a

UK company law British company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directive (European Union), Directives and court cases, the company is th ...

case, concerning the balance of power between the

board of directors A board of directors is a governing body that supervises the activities of a business, a nonprofit organization, or a government agency. The powers, duties, and responsibilities of a board of directors are determined by government regulatio ...

and the

general meeting A general assembly or general meeting is a meeting of all the members of an organization or shareholders of a company. Specific examples of general assembly include: Churches * General Assembly (presbyterian church), the highest court of presby ...

. It stands for the principle that when the board is incapable of taking action, power to conduct the company's affairs will revert to the general meeting.

Facts

Canon Canon or Canons may refer to: Arts and entertainment * Canon (fiction), the material accepted as officially written by an author or an ascribed author * Literary canon, an accepted body of works considered as high culture ** Western canon, th ...

Barron was not on speaking terms with Mr. William James Potter, the other director of the British Seagumite Co Ltd. Their office was 28

Fleet Street Fleet Street is a street in Central London, England. It runs west to east from Temple Bar, London, Temple Bar at the boundary of the City of London, Cities of London and City of Westminster, Westminster to Ludgate Circus at the site of the Lo ...

. The constitution said that the quorum for a meeting was two (art 26). Mr. Potter was the chairman, with a casting vote. But Canon Barron was refusing to come to meetings. So on 23 February 1914, Mr. Potter came to meet Canon Barron, as he got off the train on a

Paddington Station Paddington, also known as London Paddington, is a London station group, London railway station and London Underground station complex, located on Praed Street in the Paddington area. The site has been the London terminus of services provided by ...

platform, from his country home ( Woodham Ferris,

Essex Essex ( ) is a Ceremonial counties of England, ceremonial county in the East of England, and one of the home counties. It is bordered by Cambridgeshire and Suffolk to the north, the North Sea to the east, Kent across the Thames Estuary to the ...

). He told Canon Barron they were now holding a board meeting. He proposed appointing more directors. Canon Barron objected. Mr. Potter said he was using his casting vote, and declared the motion effective. The report recorded Mr. Potter's version of the exchange as follows: There followed a general meeting at which new directors were again said to be appointed, again with Canon Barron's objection. Canon Barron sought a declaration that the appointment of the directors were ineffective, arguing that the meeting on the train station was no meeting, and that the general meeting's resolution was invalid, since the board was the only organ that could appoint more directors.

Judgment

Warrington J held that in view of the deadlock, the power reverted to the general meeting. In this case, the appointments were valid. There had been no proper board meeting on the train platform, but the shareholder meeting was effective afterwards. Another case

915 Year 915 ( CMXV) was a common year starting on Sunday of the Julian calendar. Events By place Europe * Summer – Battle of Garigliano: The Christian League, personally led by Pope John X, lays siege to Garigliano (a fortified Ar ...

3 KB 593 followed, with Atkin J in the High Court, and Warrington LJ again in the Court of Appeal.

Notes

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References

* United Kingdom company case law 1914 in case law 1914 in British law High Court of Justice cases

Facts

Judgment

See also

Notes

References