''Imperial Hydropathic Hotel Co, Blackpool v Hampson'' (1883) 23 Ch D 1 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 legal ...

case, concerning the interpretation of a company's

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 ...

. On the specific facts it has been superseded by the

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 ...

section 168, which allows a

director Director may refer to: Literature * ''Director'' (magazine), a British magazine * ''The Director'' (novel), a 1971 novel by Henry Denker * ''The Director'' (play), a 2000 play by Nancy Hasty Music * Director (band), an Irish rock band * ''Di ...

to be removed through an ordinary majority resolution of the general meeting.

Facts

The articles of association of the Imperial Hydropathic Hotel Co (now

The Imperial Hotel Blackpool The Imperial Hotel, formerly Puma Hotels Collection, is a 4-star hotel located on the northern promenade in Blackpool, Lancashire, England. It was established in 1867 and is situated in a large Victorian red brick building, in what, before deve ...

) stated that the directors should hold office for three years and retire by rotation. At a general meeting, the shareholders passed a resolution to remove two directors who were not yet due to retire, and elected two others instead. The company claimed the directors had been validly removed.

Judgment

The Court of Appeal held that the company's articles could not be disregarded through a shareholder resolution. Where a company's articles limit the general meeting's power, the articles must be formally amended first, and may not simply be ignored, even with a majority large enough to change the articles. Lord Jessel MR gave the first judgment.

Cotton LJ Sir Henry Cotton (20 May 1821 – 22 February 1892) was a British judge. He was a Lord Justice of Appeal from 1877, when he was made a Privy Counsellor, until his retirement in 1890. Early life He was born in Leytonstone. His father Willi ...

concurred, saying,

Bowen LJ Charles Synge Christopher Bowen, Baron Bowen, (1 January 1835 – 10 April 1894) was an English judge. Early life Bowen was born at Woolaston in Gloucestershire – his father, Rev. Christopher Bowen, originally of Hollymount, County Mayo, b ...

finished as follows.(1883) LR 23 Ch D 1, 13

References

{{Reflist

External links

Old pictures of the hotelThe website for the hotel
United Kingdom company case law Court of Appeal (England and Wales) cases 1882 in case law 1882 in British law

Facts

Judgment

See also

References

External links