McCracken v Phoenix construction – Damages under s 1324 Court held that s 1324 (10) does not allow the court to award damages to a creditor for contravention of 182 (1) Menier v Hooper’s Telegraph Works: Equitable limitation. In Andrews v. Gas Meter Co. Ltd. (1897) 1 Ch.361 case, the Court held that Articles may be altered to explain ambiguous portions or to supplement the memorandum with regard to those things upon which it is silent. Conversion of Public Company into Private Company: Legal Provisions related to Conversion of Public Company into Private Company are given in Section 18 and 14 of the Companies Act, 2013 read with Rule 33 of Companies (Incorporation) Rules, 2014. That is an instance of another case which went to trial and where it was not even attempted to shut out the plaintiffs by proceedings in the nature of a demurrer. Cases NOT involving amendment of the cos constitution - Taking the cos property: Menier v Hooper’s Telegraph Works - Majority unwilling to sue when they are the alleged wrongdoers: Biala v Mallina HoldingsLtd .  (Pavlides v. Jensen  2 All ER 518)  (Menier v. Hooper's Telegraph Works  LR 9 CH APP 350), (Cook v. Deeks  1 AC 544). any alteration relating to the appointment or reappointment of a managing or whole time director or a director not liable to retire by rotation in the case of a public company or private company which is a subsidiary of a public company, and. As an exception to Foss v. Harbottle "fraud" is Taking the company’s property where the … In Walker v. London Tramways Co. (1879) 12 Ch. 14. In the case of Menier v Hooper’s Telegraph Works where Menier was a minority shareholder who complained that there were self interested transactions between a majority member and the company. It was held that dismissal was a breach of contract and therefore the company was liable to pay damages to the plaintiff. See Daniels V Daniels: Frank and Ors V Abdu: Prudential Assurance Co Ltd V Newman Industries (No.2). Under Section 14 of the Companies Act, 2013, by a special resolution a company has powers to alter its articles to suit its requirements from time to time, subject to (a) the provisions of the Act, and (b) the conditions contained in the company’s memorandum. any alteration resulting in an increase in the remuneration of any director including a managing director or whole time director in the case of a public company or a private company which is a subsidiary of a public company. 9 Ch.App. This decision is in consonance with the principle that articles do not constitute any contract between the company and outsider. In Menier v. Hoopers Telegraph Works (1874) L.R. 4 As in Menier v. Hooper's Telegraph Works (1874) 9 Ch.App. 350 Company meetings. IN THE MATTER OF BAHIA AND SAN FRANCISCO RAILWAY CO. Make changes in all the copies of the Articles. 97, 101.] In Evans v. Chapman, (1902) 96 LT 381 case, the Court held that a mistake, whether clerical or any other, in the articles of a company can only be rectified by altering the articles by special resolution in accordance with this section. 350]. Such alteration involves deletion of any restrictions and limitations required to be inserted in the articles of a private company. Notices are also to be sent to all stock exchanges on which the shares of the company are listed. App. NATIONAL RIVERS AUTHORITY v. ALFRED MCALPINE HOMES... ORIENTAL INLAND STEAM NAVIGATION CO., EX PARTE SCI... RUDEWA ESTATES LTD v. STAMP DUTIES COMMISSIONER. There are certain restrictions on the nature and extent of alterations that can be made in the articles. PEEL v. LONDON AND NORTH WESTERN RAILWAY CO. LEOPOLD WALFORD (ZAMBIA LTD) v. A.H. HUNTER, CRANLEIGH PRECISION ENGINEERING LTD. v. BRYANT, THOMAS BORTHWICK & SONS (AUSTRALASIA) LTD. Notice of EGM shall be given at least 21 days before the actual date of EGM. In this case, where Menier a minority shareholder complained that there were self-interested transactions between a majority member and the company, the court held that a minority shareholder’s action was properly bought in these circumstances. In Sidebottom v. Dershaw, Leese & Co. (1920) 1 Ch. Such alteration involves addition of any restrictions and limitations required to be inserted in the articles of a private company. BAILLIE v. ORIENTAL TELEPHONE AND ELECTRIC COMPANY... RUSSELL v. NORTHERN BANK DEVELOPMENT CORPORATION LTD. TATA HYDRO-ELECTRIC AGENCIES LTD v. COMMISSIONER O... LIQUIDATOR, RHODESIA METALS v. COMMISSIONER OF TAXES. In Walker v. London Tramways Co. (1879) 12 Ch. But the situation will be different if apart from the articles, there is an independent contract. Validity of such alteration depends on the nature of the contract. 2332 of 1997.. Bharat Insurance Company Ltd v. Kanhaiya Lal, AIR 1935 Lah.  (Estmanco (Kilner House) Ltd. v. GLC). Alteration made bonafide and in the interest of the company shall be valid even if they are likely to affect adversely the personal interests of some of the members of the company. v. Jensen (supra). 13. The company has to take care of restriction imposed on the alteration of the Articles. Wrongdoers in Control – It ceases to be public company and becomes public company from the date of the approval of the Tribunal. British Murac Rubber Syndicate Ltd. v. Alperton Rubber Co. Ltd. Hari Chandana Joga Deva v. Hindustan Co-operative Insurance Society Ltd. By amending or substituting any specific rule. Posted by 350. Menier v. Hooper’s Telegraph Works Ltd (1874) 9 Ch. Daniels V Daniels, Alexander V Automatic Telephone Co, Melifonwu V Egbuj. any alteration which has the effect of converting a public company into a private company. Otuguor Ogamioba and Ors V Oghene and Ors. There have been cases where an alteration of the articles of company amounts to a breach of contract between the contract between company and third party. 350. Conversion of Private Limited Company into Public Limited Company involves alteration of article of association of Private Company under Section 14 which cannot be done without passing special resolution of shareholders in the General Meeting. I am confirmed in that view by the case of Menier v Hooper's Telegraph Works, where Lord Justice Mellish observes: “I am of opinion that, although it may be quite true that the shareholders of a company may vote as they please, and for the purpose of their own interests, yet that the majority of shareholders cannot sell the assets of the company and keep the consideration.” In other words, he admits that a … Is the alteration bonafide and for the benefit of the company as a whole? MENIER v. HOOPER’S TELEGRAPH WORKS Shareholders' suits. 350) 9. It should be added that no mere informality or irregularity which can be … MENIER v. HOOPER’S TELEGRAPH WORKS (1874) L.R. As the case must be remanded to the district court for further proceedings as above stated, we deny these several petitions without expressing any opinion on their merits and without prejudice to the right to apply to the district court for leave to intervene and to share in the benefits of the decree. BRITISH AND AMERICAN TRUSTEE AND FINANCE CORPORATI... SMITH NEW COURT SECURITIES LTD v. CITIBANK NA AND ... WURZEL V. HOUGHTON MAIN HOME DELIVERY SERVICE LTD.... E.A. Some examples are as follows: Alteration can neither be beyond the provisions of the Companies Act nor the memorandum of association. See also Menier V Hooper’s Telegraph Works. Hodgson V National and Local Government Officials Association. POSTS AND TELECOMMUNICATIONS CORP. v. M/S TER... PARLETT v. GUPPYS (BRIDPORT) LTD AND OTHERS, SHAMSHUDIN MOHAMED v. EAST AFRICAN COMMUNITY. 3 Ibid. " 350: 43 L. J. Ch. ROLLED STEEL PRODUCTS v. BRITISH STEEL CORPORATION, BAGESHWARI CHARAN SINGH v. JAGARNATH KUARI. 350, Lord Justice Mellish at p. 354 says : Is the alteration such that it sanctions anything which is illegal or against public policy? Follow this and additional works at: https://scholarlycommons.law.case.edu/cuslj Part of the Transnational Law Commons ... Stevens & Sons, 1969). 9 CH. 79-80 (emphasis supplied). case raise two questions of law and one of mixed law and fact before an ... G Menier Telegraph Works (1874) L.R v. Hooper's. APP. The main issue here on fraud is about misappropriation of corporate assets. 350 and . Rajahmundry Electric Supply Corp. v. A. Nageshwar Rao, 1956 AIR SC 213.. ICICI v. Parasrampuria Synthetic Ltd., Suit Appeal No. at pp. Burland v Earle  AC 83 Cooks v Deeks  1 AC 554 Menier v Hooper’s Telegraph Works (1874) 9 Ch App 350: where majority votes itself the right to divide the assets among themselves. Contains Case Laws of Amit Bhaskar; with Facts/Contentions and Principle/Ratio. Certain provisions of the articles cannot be altered except with the prior approval of the Central Government. In Allen v.Gold Reefs of West Africa (1900) I Ch 656 case, the Court held that alteration of articles with retrospective effect is valid provided it was bonafide and for the benefit of the company as a whole.  (Russell v. Wakefield Waterworks Co.  LR 20 EQ 474). TAKING THE COMPANY’s PROPERTY - Majority members NOT allowed to vote to IMPROPERLY TAKE company property - MENIER v HOOPERS TELEGRAPH WORKS - Majority must NOT exercise their vote to give THEMSELVES ‘property, advantages or rights belonging to the company’ – breaches equitable limitation NGURLI LTD v MCCANN Looking to the above, it may be stated that power of a company to alter its articles is not an absolute power. MANAGER NYAMWEZI CREAMERIES TABORA v. KILUGALA MALOMO. Pass the resolution under Section 173 (1) of the Companies Act, 2013, and also pass for arrangements to call an extraordinary general meeting (Section 101 of the Act) with the decision of its date, time, and venue for passing the alteration in articles by resolution with a special majority. Most of the cases in which the principle has actually been applied appear to fall within one of the following two classes:-1. 9 Ch.App. Is the alteration intra vires to the Companies Act, 2013? For More Articles on Company Law Click Here. should be added that no mere informality or irregularity which can be remedied by the majority will entitle the minority to sue, if the The plaintiffs below being citizens and residents of New York, and the Southern Pacific, a Kentucky corporation, it removed the case to the District Court of the United States for the Eastern District of New York; and that court, after a hearing on the evidence, entered a decree for the plaintiffs. It would have been otherwise had the acts complained of been of an ultra vires or actually fraudulent character, as had been explained by James and Mellish, L. Where the company is defrauded (i) Misappropriation of corporate property ... - Like 'Menier v Hooper's Telegraph Works' 792. There are specific steps that needed to be followed for altering the AOA of a company –. In. Menier v. Hooper’s Telegraph Works Ltd., (1874) 9 C App. Since the company was a defendant it could not also be a plaintiff, and accordingly the action was traditionally framed as an action by the plaintiff “on behalf of himself and all other shareholders in the company except the defendants”. It can be best understood in the landmark Menier Case It was held that Hooper’s machinations for profits derived from the improper arrangements it had made amounted to an oppressive expropriation of the minority shareholders, and that a derivative action would therefore lie against it. Is the alteration intra vires to the Memorandum of the Company? A Company Secretary is authorized to issue the notice of the general meeting. D 705 case, the Court held that the power to alter articles cannot be taken away by any provision in the memorandum or articles”. In Menier v. Hooper’s Telegraph Works Ltd., (1874) 9 C App. 500. Court also observed that alteration will not be valid if it has been made for the benefit of an aggressive, vindictive, or fraudulent majority. He was a director of Duke Holding Ltd and an employee of the Duke Group. File Form MGT-14 (Filing of Resolutions and agreements to the Registrar under section 117) with the Registrar along with the requisite filing within 15 days of passing the special resolution, along with documents like certified true copies of the special resolutions along with explanatory statement; a copy of the Notice of meeting sent to members along with all the annexure; and a printed copy of the altered Article. The cases in which the minority can maintain such an action [to redress a wrong done to the company] are therefore confined to those in which the acts complained of are of a fraudulent character or beyond the powers of the company." Any alteration of Articles so made shall be valid as if originally contained in the articles. 's analysis of these cases indicates a distortion of the concept of "fraud on the minority" as recognized in this area of the law. The company must follow each and every step of the procedure as explained and mentioned in the Act failing which, the company shall be punishable with a hefty penalty. 186 case, the Court held that if a contract involves as one of its terms that an Article is not to be altered, then the Company is not at liberty to alter that Article so as to break that contract and thus a Company cannot alter its Articles to break a contract. 13 Cook v. Deeks  A.C. 554; perhaps even opportunities that the company could not have used: Industrial Development Consultants v. Cooley  1 W.L.R. ASPRO LTD v. COMMISSIONER OF TAXES, NEW ZEALAND, BRITISH SUGAR MANUFACTURERS LTD v. HARRIS. v. Harris Mason. JJ., in Menier v. Hooper's Telegraph Works  9 Ch. There is no case, relating to a fraud on a minority, which indicates that the court can go beyond seeing whether the wrongdoers are in control, or is concerned to.see what other, independent shareholders think. Subsequently, the company was amalgamated with another company and new articles were adopted. In Chittambram Chettiar V. Krishna Aiyanger I.L.R. might be awarded: see Menier v. Hooper’s Telegraph Works (1874) 9 Ch App 350. In British Murac Rubber Syndicate Ltd. v. Alperton Rubber Co. Ltd.(1915) 2 Ch. See also Menier V Hooper’s Telegraph Works. 12 Burland v. Earle  A.C. 83, 93, per Lord Davey. 330: 30 L. T. 209: 22 W. R. 396, where the majority of the shareholders had improperly appropriated to themselves property which belonged to all the shareholders equally. The latter gave power to the company to dismiss a director and accordingly S was removed from office as director and the company treated, him as having ceased to be one. 33 Mad.36 case, it was held that a company may alter its articles even if it causes breach of contract with the outsider. PONDICHERRY RAILWAY CO. LTD v. COMMISSIONER OF INC... RE NEW BRITISH IRON COMPANY EX PARTE BECKWITH. The reasoning of Danckwerts J. is hardly consistent with the approach apparent in Menier v. Hooper's Telegraph Works (1874) 9 Ch.App. See Daniels V Daniels: Frank and Ors V Abdu: Prudential Assurance Co Ltd V Newman Industries (No.2). 154 case, the Court held that alteration in articles should not sanction anything which is illegal or against public policy. 2 In Burland v. Earle  A.C. 83, 93. Alteration seeking to impose additional liability on a member of the company after the date on which he became a member, to take shares more than what he has already taken or to pay any money than what he is liable to pay on his share shall not be binding upon him unless he agrees in writing to such an alteration except in the case where the company is a club or any other association and the alteration provides for an increase in the rate of subscription by the members. Furthermore, the position in the tax cases seems to be exactly the opposite to that which he took up in Pavlides' case. It . 690 case, the Court held that a company cannot break its contract by altering its articles, but, when dealing with contracts referring to revocable Articles, and especially with contracts between a member of the company and the company respecting his shares, care must be taken not to assume that the contract involves as one of its terms in Article which is not to be altered. A case which illustrates the latter proposition is Fitzsimmons v R in the Western Australian Court of Criminal Appeal where the applicant was convicted of offences, including breach of a duty to act honestly in connection with a takeover. Conversion of Public Limited Company into Private Limited Company involves alteration of article of association of Public Company under Section 14 which cannot be done without passing special resolution of shareholders in the General Meeting and approval of the Tribunal. Bogert v. Southern Pacific Co., 226 Fed. Mr Goldblatt started with the proposition that "a majority of shareholders cannot put company assets into their own pockets to the exclusion of the minority", for which he cited Menier v Hooper's Telegraph Works (1874) LR 9 Ch 350. RE GREAT NORTHERN SALT AND CHEMICAL WORKS CO. Menier v Hooper's Telegraph Works (1874) an example of misappropriation of corporate assets. One of the directors obtained a licence in his own name & formed another Co to exploit the contract. Then in Menier v. Hooper's Telegraph Works (1874) L. R. 9 Ch. Case on Misappropriation of corporate opportunities English approach: Menierv Hooper’s Telegraph Works (1874) Co obtained a licence to lay cables. Posted by App. In Southern Foundaries Ltd. V. Shirlaw, (1940) A.C. 701 case, S was appointed Managing Director in a company for ten years by an agreement. All the Best for Exam. Menier v Hooper’s Telegraph Works (1874) is an example of misappropriation of corporate assets. 350 case, the Court held that the power to alter the articles must be exercised in good faith for the benefit of the company as a whole. Mason v. Harris (1879) 11 Ch.D. The Court of Appeal, in Berendsen, Ltd. v. 9 Ch. Hooper’s then found they could make a greater profit by selling the cable to another company, but this company did not have the government concession to lay the … For a recent summary of the process of reception of the common law into Canada, see P.W. It was … Menier v Hooper’s Ts Telegraph Works Ltd  9 Ch App 350 Case facts: The European and South American Telegraph Co was formed to lay a transatlantic cable to be made by Hooper’s, who was the majority shareholder in E & SA Telegraph. App. Hold General Meeting under Section 101 of the Act and pass the resolutions related to the alteration of articles with a special majority. Hodgson V National and Local Government Officials Association. Hogg, Constitutional Law of Canada, 2nd ed. 350. Where the contract with the outsider is wholly dependent on articles, the alteration would be operative, and, accordingly, the person accepting appointment purely on the terms of the articles takes the risk of those terms being altered, and will be bound by the altered articles. Daniels V Daniels, Alexander V Automatic Telephone Co, Melifonwu V Egbuj. 350 case, a company was formed to lay down a transatlantic telegraph cable which was to be made by Hooper’s Telegraph Works Ltd. belong to the company they repre~ent";~~ and dicta in Pavlides v. Jen~en,~O "(directors appropriating assets of the c~mpany)".~~ With respect, Templeman, J. A familiar example is where the majority are endeavouring directly or indirectly to appropriate to themselves money, property, or advantages which belong to the company, or in which the other shareholders are entitled to participate, as was alleged in the case of Menier v. Hooper’s Telegraph Works [9 Ch.
2020 menier v hooper's telegraph works case summary