''Carlen v Drury'' (1812) 35 ER 61 is a

UK partnership law United Kingdom partnership law concerns the way that partnerships are formed or governed within the United Kingdom. Depending upon where the partnership was formed, English law, Scots law or Northern Irish law may apply in addition to statutes t ...

case, which is often cited for a broader principle in

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 legal ...

that the court generally does not allow litigation by members where a procedure for redress is set out in the

articles of association In corporate governance, a company's articles of association (AoA, called articles of incorporation in some jurisdictions) is a document which, along with the memorandum of association (in cases where it exists) form the company's constituti ...

Facts

The Bankside Brewery was a partnership, composed of three hundred people, that began on 21 June 1808 for a term of 99 years. Drury was one of three managers, and the regulations of the partnership contained a provision for managers to be removed on a vote of the annual general meeting on

Lady Day In the Western liturgical year, Lady Day is the traditional name in some English-speaking countries of the Feast of the Annunciation, which is celebrated on 25 March, and commemorates the visit of the archangel Gabriel to the Virgin Mary, durin ...

Michaelmas Michaelmas ( ; also known as the Feast of Saints Michael, Gabriel, and Raphael, the Feast of the Archangels, or the Feast of Saint Michael and All Angels) is a Christian festival observed in some Western liturgical calendars on 29 September, a ...

. In the case of alleged misbehaviour, a special general meeting could be called by a committee of twelve partners who audited the accounts. The partnership could be dissolved after two consecutive votes of three quarters of all the partners, with another subsequent confirmation vote in general meeting. Six of the committee partners alleged that the managers and the other six committee partners were guilty of gross mismanagement, and applied to court directly for an injunction to dissolve the partnership, and appoint a receiver.

Judgment

Sir Samuel Romilly and Lord Eldon held that the court had no jurisdiction to interfere with the partnership. In the first instance, the right of redress for the aggrieved partners was the procedures set out in the regulations of the partnership itself. Lord Eldon's judgment said the following.(1812) 35 ER 61, 63-64

Notes

{{reflist, 2 United Kingdom company case law Court of Chancery cases 1812 in case law 1812 in British law

Facts

Judgment

See also

Notes