''R v Richardson'' (1758
97 ER 426
is a foundational

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, which established that companies had an inherent power to remove officials or directors for a reason.

Lord Mansfield William Murray, 1st Earl of Mansfield, PC, SL (2 March 170520 March 1793) was a British barrister, politician and judge noted for his reform of English law. Born to Scottish nobility, he was educated in Perth, Scotland, before moving to Lond ...

held, further, that only the members of the company itself (not a court) could determine the validity of the reasons.

Facts

Nine portmen (like

aldermen An alderman is a member of a municipal assembly or council in many jurisdictions founded upon English law. The term may be titular, denoting a high-ranking member of a borough or county council, a council member chosen by the elected members the ...

, but town councillors of a

port A port is a maritime facility comprising one or more wharves or loading areas, where ships load and discharge cargo and passengers. Although usually situated on a sea coast or estuary, ports can also be found far inland, such as H ...

city) of the chartered Corporation of

Ipswich Ipswich () is a port town and borough in Suffolk, England, of which it is the county town. The town is located in East Anglia about away from the mouth of the River Orwell and the North Sea. Ipswich is both on the Great Eastern Main Line ...

claimed in a writ of ''

scire facias In English law, a writ of ''scire facias'' (Latin, meaning literally "make known") was a writ founded upon some judicial record directing the sheriff to make the record known to a specified party, and requiring the defendant to show cause why th ...

'' that they had been ejected wrongfully and therefore that the contemporary portman was an impostor. It was alleged that they had wilfully failed to attend "four occasional great Courts". These were yearly public meeting events at the "Moot Hall" to conduct the borough's business. It was alleged by the town's bailiffs that the portmen should have attended every meeting. There was a hearing where the portmen gave reasons for not attending. However the bailiffs did not accept them, and the portmen were dismissed. After the nine portmen had been dismissed, an election meeting was held, and a bailiff, Thomas Richardson was chosen. The dismissed portmen alleged this was unlawful, because their dismissals were improper and so there was no vacancy. They argued the dismissals were improper both because it was "not a removal by the whole body, at a corporate assembly: but by a particular Court",(1758) 1 Burr 517, 526 and also because the cause was not enough to justify removal by those bailiffs.

Judgment

held that the portmen had been improperly dismissed, and so Richardson was not appointed as a new portman. The allegation was that the portmen had failed to attend meetings, a breach of a public duty. However, this could not in itself be a good reason for dismissal from office. Only the corporation as a whole could determine such a matter.

References

{{reflist, 2 United Kingdom company case law 1758 in British law 1750s in case law Lord Mansfield cases Court of King's Bench (England) cases

Facts

Judgment

See also

References