''Barron v Potter''

914 __NOTOC__ Year 914 ( CMXIV) was a common year starting on Saturday (link will display the full calendar) of the Julian calendar. Events By place Byzantine Empire * Spring – Empress Zoe Karbonopsina leads a palace coup at Constantino ...

1 Ch 895 is a UK company law case, concerning the balance of power between the

board of directors A board of directors (commonly referred simply as the board) is an executive committee that jointly supervises the activities of an organization, which can be either a for-profit or a nonprofit organization such as a business, nonprofit organiz ...

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 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 major street mostly in the City of London. It runs west to east from Temple Bar at the boundary with the City of Westminster to Ludgate Circus at the site of the London Wall and the River Fleet from which the street was na ...

. 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 platform, from his country home ( Woodham Ferris,

Essex Essex () is a county in the East of England. One of the home counties, it borders Suffolk and Cambridgeshire to the north, the North Sea to the east, Hertfordshire to the west, Kent across the estuary of the River Thames to the south, and G ...

). 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 (link will display the full calendar) of the Julian calendar. Events By place Europe * Summer – Battle of Garigliano: The Christian League, personally led by Pope John X, lays s ...

3 KB 593 followed, with Atkin J in the High Court, and

Warrington LJ Thomas Rolls Warrington, 1st Baron Warrington of Clyffe, PC (29 May 1851 – 26 October 1937), known as Sir Thomas Warrington between 1904 and 1926, was a British lawyer and judge. Warrington was called to the Bar, Lincoln's Inn, in 1875, and af ...

again in the Court of Appeal.

Notes

{{reflist, 2

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