''Dafen Tinplate Co Ltd v Llanelly Steel Co (1907) Ltd'' 9202 Ch 124 is a UK company law case concerning amendment of 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

Dafen Tinplate Co Ltd was a shareholder in Llanelly Steel Co. Llanelly realised that Dafen were buying

steel Steel is an alloy made up of iron with added carbon to improve its strength and fracture resistance compared to other forms of iron. Many other elements may be present or added. Stainless steels that are corrosion- and oxidation-resistant ty ...

from an alternative source of supply, and also to buy up the company's shares (an attempt which failed). Llanelly responded by altering its articles through a special resolution to include a power to compulsorily purchase the shares of any member requested to transfer them. Dafen Tinplate argued the alteration was invalid.

Judgment

The court held that the alteration was too wide to be valid. The altered article would confer too much power on the majority. It went much further than was necessary for the protection of the company. The judge seemed to be using the

bona fide In human interactions, good faith ( la, bona fides) is a sincere intention to be fair, open, and honest, regardless of the outcome of the interaction. Some Latin phrases have lost their literal meaning over centuries, but that is not the case ...

for the benefit of the company test in an objective sense, that is, he was judging the situation from the courts point of view.

Notes

{{DEFAULTSORT:Dafen Tinplate Co Ltd V Llanelly Steel Co United Kingdom company case law High Court of Justice cases 1920 in case law 1920 in British law

Facts

Judgment

See also

Notes