''Eley v Positive Government Security Life Assurance Co Ltd'' (1876) 1 Ex D 88 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, concerning a company's articles of association as a contract between member and company.

Facts

Article 118 of the constitution of Positive Government Ltd stated ‘Mr William Eley of 27 New Broad Street,

City of London The City of London is a city, ceremonial county and local government district that contains the historic centre and constitutes, alongside Canary Wharf, the primary central business district (CBD) of London. It constituted most of London f ...

, shall be the solicitor to the company…’. Eley in fact drafted the articles. But then the company never employed him as its solicitor. He was a member, but he brought an action to enforce the articles in his capacity as a solicitor. The Exchequer Division held the articles did not create any contract between Eley and the company.

Judgment

In the Court of Appeal,

Lord Cairns LC Hugh McCalmont Cairns, 1st Earl Cairns (27 December 1819 – 2 April 1885), was an Irish-born British statesman who served as Lord High Chancellor of Great Britain during the first two ministries of Benjamin Disraeli. He was one of the most ...

affirmed the decision and held, Mr Eley had the right to sue only in his capacity as member, not as solicitor. His brief judgment was as follows. Lord Coleridge and

Mellish LJ Sir George Mellish, Privy Council of the United Kingdom, PC (19 December 1814 – 15 June 1877) was an English barrister, judge of the Court of Appeal in Chancery, and member of the Judicial Committee of the Privy Council. Early life Born at ...

concurred.

Notes

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References

* United Kingdom company case law

Facts

Judgment

See also

Notes

References