''Attorney General v Davy'' (1741
26 ER 531
is a

UK company law The United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary lega ...

case, which establishes this small but essential point of law: the default rule is that a majority of a corporate body can determine what it does. Equivalent rules in contemporary company law are s 168

Companies Act 2006 The Companies Act 2006 (c 46) is an Act of the Parliament of the United Kingdom which forms the primary source of UK company law. The Act was brought into force in stages, with the final provision being commenced on 1 October 2009. It largely ...

, which allows shareholders to remove directors through a simple majority, ''

Foss v Harbottle ''Foss v Harbottle'' (1843) 2 Hare 46167 ER 189is a leading English precedent in corporate law. In any action in which a wrong is alleged to have been done to a company, the proper claimant is the company itself. This is known as "the proper pl ...

'' which presupposed that a majority of shareholders can always take action to litigate, and the rule in ''

Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame ''Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame'' 9062 Ch 34 is a UK company law case, which concerns the enforceability of provisions in a company's constitution. The Court of Appeal affirmed that directors were not agents of ...

'', which raises the requirement to 75% of the shareholders if they are to give instructions to the board.

Facts

King Edward VI Edward VI (12 October 1537 – 6 July 1553) was King of England and Ireland from 28 January 1547 until his death in 1553. He was crowned on 20 February 1547 at the age of nine. Edward was the son of Henry VIII and Jane Seymour and the first E ...

had incorporated twelve people by name in a charter to elect a chaplain for the church of Kirton, just outside

Boston, Lincolnshire Boston is a market town and inland port in the borough of the same name in the county of Lincolnshire, England. Boston is north of London, north-east of Peterborough, east of Nottingham, south-east of Lincoln, south-southeast of Hul ...

. A clause stated that three of the twelve would choose a chaplain for the Sandford church as well, another village within the Kirton parish, with the consent of the majority of Sandford residents. A late vacancy had been created. Two of the three chose a chaplain with the majority of residents' consent, but the third dissented. The question was whether the choice was valid.The Report cites the summary and facts as follows, "Case 169.— in the Vacation of Trin. Term , 1741. S. G. cited 1 Ves. 419.—Where a certain number are incorporated, a major part of them may do any corporate act, though nothing be mentioned in the charter. King Edward the Sixth, by charter incorporated twelve persons by name, to elect a chaplain for the church of Kirton, in Lincolnshire , and by another clause three of the twelve were to chuse a chaplain to officiate in the church of Sandford, within the parish of Kirton , with the consent and approbation of the major part of the inhabitants of Sandford. Upon a late vacancy, two of the three chose a chaplain, with the consent of the major part of the inhabitants of Sandford, the third dissented; and the question was, Whether this was a good choice."

Judgment

Lord Hardwicke LC Philip Yorke, 1st Earl of Hardwicke, (1 December 16906 March 1764) was an English lawyer and politician who served as Lord High Chancellor of Great Britain. He was a close confidant of the Duke of Newcastle, Prime Minister between 1754 and ...

held that the chaplain was validly elected, for a corporate body can act by a majority vote at any duly summoned meeting of members.

Facts

Judgment

See also

Notes

Further reading