The latter had purported to exercise a power conferred on such a majority by the terms of a trust deed. Posted by DENIS MARINGO at 2:44 AM Email This BlogThis! Example: Expropriation of company's property- Menier v. Hooper's Telegraph Works 8. Get 2 points on providing a valid reason for the above But as that vote had come to him as a member of a class he was bound to exercise it with the interests of the class itself kept in view as dominant. 1. So far as we can gather from the reasons for judgment it was the only issue debated in the Trial Court and such cases as Menier v Hooper's Telegraph Works (9 Ch. A and B, of $3,000,000 each, specially secured on assets of the Nickel Corporation, and ranking pari passu, with a difference only in the period for redemption. The main issue here on fraud is about misappropriation of corporate assets. Then we have North-West Transportation Company v. Beatty (1887) 12 App. 350. interest and at 20 per cent premium, to be a first charge on the property of the Corporation. Majority have fiduciary duties vis-à-vis minority 2. 350 Company meetings. 350; 43 L.J. What does arise is the question as to whether there is such a restriction on the right to vote of a creditor or member of an analogous class on whom is conferred a power to vote for the alteration of the title of a minority of the class to which he himself belongs. By clicking on this tab, you are expressly stating that you were one of the attorneys appearing in this matter. CA 2006 s269 derivative action is on behalf â¦ 4 As in Menier v. Hooper's Telegraph Works (1874) 9 Ch.App. 234; Ringuet v.Bergeron (1960) 24 D.L.R. v. Hooper Telegraph Works. Rather, they are examples of the established exception of "fraud on the minority" in its broad sense. I am confirmed in that view by the case of Menier v Hooper's Telegraph Works, where Lord Justice Mellish observes: âI 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.â In other words, he admits that a â¦ It may be free from the general principle in question when the power arises not in connexion with a class, but only under a general title which confers the vote as a right of property attaching to a share. Interact directly with CaseMine users looking for advocates in your area of specialization. Product Description [Law Assginment- Script Moot Court] Corporate Law In Parke v Daily News  Ch 927, minority shareholders sought to prevent this happening on the ground that such a payment went beyond the articles of association of the company, and such payment to ex-employees was not reasonably incidental to the carrying on of the business of the company. JJ., in Menier v. Hooper's Telegraph Works  9 Ch. There is, however, this restriction of such powers, when conferred on a majority of a special class in order to enable that majority to bind a minority. The appellant Trust Company was the trustee of a deed which constituted the floating security, and is also trustee of the securities in question in this appeal. APP. The Corporation was the owner of valuable mining properties in the Province of Ontario and of plant there and elsewhere. As its constitution enabled the vendor, individually to acquire shares freely, he was entitled to the votes thus carried and to qualify a majority at the meeting. Copy link Link copied. Hooper's Telegraph Works 28 and Cook v. Deeks,29 but by applying to a majority share-1xolder the Daniels v. Daniels 30 principle that directors are liable for using power to benefit themselves at the company's expense, The court As part of the business strategy, the majority shareholders resolved to wind up ETO and transfer the company asset to The British Government had, as already stated, bought the output of nickel by the appellant Corporation, and it appears to have been desirous to strengthen the position of the Corporation by aiding it to raise a loan. On 15th March 1916 the Nickel Corporation, being desirous of reorganizing its finances and of putting them on a more satisfactory footing executed a mortgage deed of trust in favour of the second appellant as trustee to enable them to issue bonds. At this meeting the ratification was actually obtained by the aid of the votes of the vendor director himself and his nominees, which produced a majority of shareholders' votes at that general meeting. Their Lordships think that Parker, J., accurately applied in his judgment the law on this point.  See also Menier V Hooperâs Telegraph Works. This is a principle which goes beyond that applied in Menier v. Hooper's Telegraph Works  9 Ch. It was only under the provisions of the deed of mortgage and trust of 15th March 1916 that the scheme of 31st May 1921 could be made, and the former contained no provision authorizing it. As has been pointed out the appointment of the majority of this Committee was not entrusted to the mortgage bond-holders themselves. 7. The respondents then applied for an interim injunction, but the Court allowed the resolutions to be carried into effect, on the terms that if at the trial of the action it should be found that they ought not to have been carried into effect, the appellant Trust Company should pay to the respondents the amount of these bonds with interest. The reasoning of Danckwerts J. is hardly consistent with the approach apparent in Menier v.Hooper's Telegraph Works (1874) 9 Ch.App. It was decided by the Judicial Committee in 1887, in North-West Transportation Company v. Beatty  12 A. C. 589 : 50 L. J. P. C. 102 : 57 L. T. 426 : 36 W. R. 647 that where a contract, fair in its terms and within the powers of a company, had been entered into by the directors with one of their own number, as a vendor to them, and was therefore voidable, it could not be assailed. Posted by "Under these circumstances an action by some shareholders on behalf of themselves and the others against the defendants is in accordance with the authorities, and is unobjectionable in form: see Menier v Hooper's Telegraph. The vote had been influenced by special negotiations in advance of the meeting. RE INDUSTRIAL OIL PRODUCTS CORPORATION LTD, BUGANDA TIMBER CO. LTD v. MULJI KANJI MEHTA, M.N. They think, in the second place, that the appointment of a committee of four persons, with power to modify in a very extensive fashion the security of the mortgage bond-holders, was ultra vires. The reasoning of Danckwerts J. is hardly consistent with the approach apparent in Menier v. Hooper's Telegraph Works (1874) 9 Ch.App. This stock was at the time of little value, but it was evident that if the price of nickel rose it might become of value. Pender v Lushington Court Court of Appeal Decided 2 March 1877 Citation(s) (1877) 6 Ch D 70 Keywords Vote, property, derivative claim has a right to say, "Whether I vote in â¦ change. In Menier v Hooperâs Telegraph Works, a company altered its articles in a manner that some other company was benefitted thereby but the alteration was not beneficial to the company itself. North-West Transportation Company v. Beatty. Company Law II - Chapter 2 Membership and Members Rights PART B 2.4 Infringement of membersâ rights Law has developed various remedies where majority act unfairly or oppressively in order to protect the interest of the company and its members 2.4.1 Introduction Membersâ rights (as a whole) â conferred by CA, AA and â¦ A., delivered the judgment. Mason v. Harris (1879) 11 Ch.D. INDEPENDENT AUTOMATIC SALES LTD V. KNOWLES AND FOSTER. 2332 of 1997.. Bharat Insurance Company Ltd v. Kanhaiya Lal, AIR 1935 Lah. This is a principle which goes beyond that applied in Menier v. Hooper's Telegraph Works  9 Ch. This is a principle which goes beyond that applied in Menier v. Hooperâs Telegraph Works, inasmuch as it does not depend on misappropriation or fraud being proved. D 705 case, the Court held that the power to alter articles cannot be taken away by any provision in the memorandum or articlesâ. The vendor in exercising his votes had thus a direct personal interest. ... 2,184,000, The British Government, B Bonds ... 3,000,000. Read file. Nagappa Chettiar v. Madras Race Club, (1949) 1 MLJ 662. The resolutions in question sought to modify the rights of the debenture-holders as an entire class. Prudential Assurance Co. Ltd v Newmanâs Re a I think myself that the nearest analogy to a caste in English law is a members club. The Nickel Corporation had an authorized capital of $ 20,000,000, divided into 200,000 ordinary shares of $100 each. 350. The main aim of this research work is to provide a jurisprudential approach towards the study of this case law. The provision of such a power to a majority bears some analogy to such a power as that conferred by S. 13 of the English Companies Act of 1908, which enables a majority of the shareholders by special resolution to alter the Articles of Association. Crimes et délits en France par département entre 2012 et 2019 Ci-dessous, la liste des départements et le nombre de crimes et délits enregistrés par an pour chacun d'eux. At the trial in the Supreme Court of Ontario, Kelly, J., held that what was really done was that the majority at the meeting did not act in the bona fide exercise of the rights which the majority might exercise, but in consideration of what would benefit the Nickel Corporation and the personal interests of those whose votes were to be secured. By contract of 10th March 1916, the British Government had agreed to purchase the Nickel Corporation's output of nickel up to a large amount for a period of ten years. Hooperâs was a majority shareholder in European Telegraph. The trust deed of 15th March 1916 provided power to a majority of the bond-holders, consisting of not less than three-fourths in value, to sanction a reconstruction of the Corporation, to enter into a scheme for selling its assets, to sanction any modification of the rights of the bond-holders against the Corporation or its property, either under the trust deed or otherwise, to accept other securities of the Corporation in lieu of the bonds, or to consent to an issue of securities constituting a prior charge together with other powers. The Hooper's Telegraph Works Ltd was established by William Hooper in 1870 to manufacture and lay submarine communications cable using his patented vulcanized rubber core. 564 : 107 L. T. 344 : 19 Manson 265 : 28 T. L. R. 461. (1876) 4 Ch.D 327 La Cie. Mayville v. Whitley  1 Ch. In case of any confusion, feel free to reach out to us.Leave your message here. Lake Superior Ship Canal, Railway & Iron Co. v. Finan Citation: 155 U.S. 385 Court: US Supreme Court Date: December 10, 1894 MENIER v. HOOPER’S TELEGRAPH WORKS (1874) L.R. Harbottle. Hooperâs used its majority voting power to divert the contract from European Telegraph to another company, for its own benefit and to procure the winding up of â¦ . There are various examples of fraud on the minority. MENIER V HOOPERâS TELEGRAPH WORKS Hooperâs Telegraph Works (Hooperâs) had contracted with another company (European Telegraph) to lay a cable to South America. Example: Expropriation of member's property- Brown v. British Abrasive Wheels Co. Posted by Toh Kim Hou, David at Monday, September 13, 2010. Co., 17 Ch D 76 (not available on CanLII) Regal (Hastings) Ltd. v. Gulliver,  1 All ER 379 (not available on CanLII) He therefore gave judgment for the respondents, the plaintiffs. i. Menier v. Hooper Te legraph Works 1. But their Lordships do not think that there is any real difficulty in combining the principle that while usually a holder of shares or debentures may vote as his interest directs, he is â¦ contains alphabet), British America Nickel Corporation Limited, And Others v. M.J. O'Brien Limited.  UKPC 10;  AC 554, 564-5. On a reorganization, to be presently referred to, these bonds were exchanged for bonds secured under a trust deed. Before the company was formed to produce finished submarine cable Hooper had furnished core for other companies, particularly that of William Thomas Henley, to armor and sheathe. Telegraph Works where Menier was a minority shareholder who complained that . - Taking the cos property: Menier v Hooperâs Telegraph Works - Majority unwilling to sue when they are the alleged wrongdoers: Biala v Mallina HoldingsLtd BOARDâS POWERS Power of management â RR s â¦ Cook v. Deeks and the dicta in Pavlides v. Jensen are properly sub- sumed into the category of "expropriation of company property".23 No resolution by the majority can authorize a breach of the direc- Company Law Second Edition Author-Simon Goulding, BA, LLM, Barrister Lecturer in law University of East Anglia Get 1 point on adding a valid citation to this judgment. No comments: Post a Comment. 7 Allen v. Hyatt (1914) 30 T.L.R. 350 and . In Menier v Hooperâs Telegraph Works (1874), majority shareholders of HTW were also shareholders of the ETO. There was an appeal to the Court of appeal, where Ferguson, J. Western Union Telegraph Co. v. Hill Case Brief - Rule of Law: For assault to occur, there must be an intentional and unlawful offer or attempt to touch. (1967) 65 DLR 501. ICICI v. Parasrampuria Synthetic Ltd., Suit Appeal No. It has been suggested that the decision in these two cases on the last point is difficult to reconcile with the restriction already referred to, where the power is conferred, not on shareholders generally but on a special class, say, of debenture-holders, where a majority in exercising a power to modify the rights of a minority, must exercise that power in the class as a whole. Menier v Hooperâs Telegraph Works(1874) is an example of misappropriation of corporate assets. 9 C... ARJAN SINGH HIRA SINGH MATHARU v. ITALIAN CONSTRUC... RE BARNED’S BANKING CO. EX PARTE CONTRACT CORPORATION. A minority of shareholders sued the others, the company itself not being a plaintiff, to compel the company and its directors to distribute accumulated profits, and also to compel the appellant Burland to hand over certain funds invested in his sole name. He agreed with Kelly, J., in holding that the votes neither of. Minority shareholder must prove that there is a fraud- Peter's American Delicacy Co Ltd v. Heath. Share to Twitter Share to Facebook Share to Pinterest. TEJANI AND OTHERS V. THE OFFICIAL RECEIVER. 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 âon behalf of himself and all other shareholders in the company except the defendantsâ. 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 shareholderâs action was properly bought in these circumstances. 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." 350. They might have acted together by a proper majority, but neither in form nor in substance, was any power given to that majority to delegate. This is a principle which goes beyond that applied in Menier v. Hooperâs Telegraph Works, inasmuch as it does not depend on misappropriation or fraud being proved. I & 2 (Ottawa: Information Canada, 1971). For the reasons given they will humbly advise. In order to carry out a deep analysis of the case, various articles, research papers and books on Company Law have been made as a source of study. Equivalent citations: (1932) 34 BOMLR 343, 137 Ind Cas 461. 350. S. 13 of the English Companies Act of 1908. Download citation. Ch. Before their Lordships proceed to consider the somewhat involved circumstances in which the question arises, it will be convenient that they should refer to the principle to be applied in weighing the outcome of these circumstances. As the Corporation was indebted to its bankers in the end of 1920, at a meeting of the first mortgage bondholders authority was given for the creation of a prior lien bond for $500,000 having priority over the first mortgage bonds, and this was issued to the bank. Dickerson et at, Proposals for a New Business Corporations Law for Canada, vols. 350: 43 L. J. Ch. Menier v. Hooper's Telegraph Works (1874) L.R. 8. 9 Ch.App. v. Harris 553 : 50 W. R. 241 : 18 T. L. R. 41 : 9 Manson 17 that a shareholder is not debarred from using his voting power as a shareholder to carry a resolution by the circumstance of his having a particular interest in the subject-matter of the vote, following in this the decision in The North-West Transportation Company v. Beatty  12 A. C. 589 : 50 L. J. P. C. 102 : 57 L. T. 426 : 36 W. R. 647. 350 : 43 L. J. Ch. His Majesty that this appeal should be dismissed with costs. 350: 43 L. J. Ch. Their Lordships are of opinion that judgment was rightly given for the respondents in this appeal. e. Fiduciary Duties of Shareholders? App. 350. 792. MacDougall v Gardiner [1875-76] L.R. App. If their Lordships took the view BOARDâS POWERS Power of management â RR s 198A, except 198A(2) : Automatic Self-Cleansing Filter Syndicate Co Ltd v Please log in or sign up for a free trial to access this feature. Minority shareholder must prove that there is a fraud- Peter's American Delicacy Co Ltd v. Heath 7. 194. In that case the plaintiff held 2,000 shares in the European and South American Telegraph Company, and the Hooper's Telegraph Company held 3,000 such shares, with only 325 â¦ 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. Mr. John R. Booth's vote was necessary in order to gain the required majority of bond-holders, and it was secured by a promise to give him $2,000,000 of the ordinary stock of the Nickel Corporations. Once you create your profile, you will be able to: Claim the judgments where you have appeared by linking them directly to your profile and maintain a record of your body of work. The provision is usually made in the form of a power, conferred by the instrument constituting the debenture security, upon the majority of the class of holders. Cas. The reason was that it had been ratified by the shareholders at a general meeting. 1 Menier v Hooperâs Telegraph Works  LR 9. 444. Mason. RE IMPERIAL LAND CO OF MARSEILLES (1870) L.R. 2 In Burland v. Earle  A.C. 83, 93. He also thought that it was outside the powers of the majority to confer on a Committee, not necessarily representing the interests of the first mortgage bond-holders, powers which belonged to these bond-holders alone, and to authorize the substitution for their security of something which was not a satisfactory security. Search This Blog. Ala. Nov. 8, 1933) Brief Fact Summary. 156 MAR. Company law member and membership rights Part B 1. It often enables them to modify, by resolution properly passed, the security itself.  Hodgson V National and Local Government Officials Association. Castlereagh Motels Ltd v Davies-Roe (1967) 67 SR (NSW) 279,287 DAFEN TINPLATE CO. LTD V. LLANELLY STEEL CO. BRITISH AMERICAN NICKEL CORP LTD V. M.J. O’BRIEN LTD, BORDEN (UK) LTD v. SCOTTISH TIMBER PRODUCTS LTD, TESCO SUPERMARKETS v. NATTRASS  AC 153. ENGLISH & SCOTTISH MERCANTILE INVESTMENT TRUST v. ... DURHAM FANCY GOODS LTD V. MICHAEL JACKSON (FANCY G... SOUTH LONDON GREAYHOUND RACE COURSE LTD V. WAKE, DIMBULA VALLEY (CEYLON) TEA CO. LTD v. LAURIE. 553 : 50 W. R. 241 : 18 T. L. R. 41 : 9 Manson 17 the question before the Judicial Committee was whether it was ultra vires for a company to carry its profits to reserve instead of dividing them, and to invest them in a manner which, although not ultra vires, was objectionable. . It was there held that while the power conferred by a trust deed on a majority of debenture-holders to bind a minority must be exercised bona fide, and while the Court has power to prevent some sorts at least of unfairness or oppression, a debenture-holder may, subject to this, vote in accordance with his individual interests, though these may be peculiar to himself and not shared by the other members of the class. Menier v Hopper's Telegraph Works (1894) 9 Ch App 350 Showing the single result Sale! Case on Misappropriation of corporate opportunities. The majority shareholder âHooperâ found that it could make a greater profit by selling the cable to another company which wished to lay it down on the same route, but which would not buy â¦ MENIER v. HOOPERâS TELEGRAPH WORKS Shareholders' suits. In Menier v. Hooper's Telegraph Works 5it was held that, where the majority of a company propose to benefit themselves at the expense of the minority, the Court may interfere to protect the minority.] 9 Ch.App. In Menier v. Hooperâs Telegraph Works Ltd., (1874) 9 C App. It was laid down in Burland v. Earle  A. C. 83 : 71 L. J. P. C. 1 : 85 L.T. Vous pouvez cliquer sur les entêtes des colonnes pour trier. In. To give a power to modify the terms on which debentures in a company are secured is not uncommon in practice. Furthermore, the position in the tax cases seems to be exactly the opposite to that which he took up in Pavlides' case. There was also given power by extraordinary resolution to sanction the exchange of the "A" income bonds into other securities, and the British Government was to be relieved of its obligation to purchase nickel. 8 Ch. 350. 330. 9 CH. English approach: Menier v Hooperâs Telegraph Works (1874) Co obtained a licence to lay cables. Furthermore, the position in the tax cases seems to be exactly the opposite to that v. On this ground by itself their Lordships are of opinion that the resolutions cannot stand. 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. exception to Foss v. Harbottle. Hooperâs 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 â¦ 350. 350. This cited Menier v Hoopers Telegraph Works (supra). In Menier v Hooperâs Telegraph Works, a company altered its articles in a manner that some other company was benefitted thereby but the alteration was not beneficial to the company itself. ii. (80) The Corporation wa3 also to be enabled to issue "B" income bonds to the amount of $12,500,000, ranking pari passu as to principal with the "A" income bonds. - Taking the cos property: Menier v Hooperâs Telegraph Works - Majority unwilling to sue when they are the alleged wrongdoers: Biala v Mallina HoldingsLtd . 9 See e.g. 350.. (1967) 65 DLR 501.. Dhakeswari Cotton Mills v. Nil Kamal Chakravarty, AIR 1937 Cal 435.. Nagappa Chettiar v. A., thought, he and those with whom he was negotiating considered the scheme the best way out of the difficulties with which the Corporation was beset. The respondents protested against the adoption of the scheme, but it was carried by the prescribed majority at the meeting of 31st March 1921. Menier v. Hooperâs Telegraph Works Ltd., (1874) 9 C App. Such use of voting power has never been sanctioned by the Courts, and indeed, was expressly disapproved in the case of Menier v. Hooper's Telegraph Works  L.R. 589. ... CitationWestern Union Tel. Newer Post Older Post Home. The Corporation was also to be at liberty to issue $6,000,000 of first income bonds at 10 per cent. Their duty was to look to the difficulties of the bond-holders as a class, and not to give any one of these bond-holders a special personal advantage, not forming part of the scheme to he voted for, in order to induce him to assent. Creating a unique profile web page containing interviews, posts, articles, as well as the cases you have appeared in, greatly enhances your digital presence on search engines such Google and Bing, resulting in increased client interest. Follow this and additional works at: https://scholarlycommons.law.case.edu/cuslj Part of the Transnational Law Commons Recommended Citation Philip Anisman, Majority-Minority Relations in Canadian Corporation Law: An The Norwegian group purchased both debenture stock and ordinary stock in large amounts. 3. The effect of the war was to disorganize the markets of the appellant Corporation, so that it was mainly by the aid of purchases of its stock by a Norwegian nickel group, and by the cooperation of the British Government, that the appellant Corporation carried on its business between 1916 and 1919. GRAPHICAL PAPER AND MEDIA UNION v. DERRY PRINT AND... J.H. 330 : 30 L. T. 209 : 22 W. R. 396 inasmuch as it does not depend on misappropriation or fraud being proved. ... Menier v. Hooperâs Telegraph Works Ltd., (1874) 9 C App. might be awarded: see Menier v. Hooperâs Telegraph Works (1874) 9 Ch App 350. HIGHLANDS COMMERCIAL UNION LIMITED v. ABDULMALEK A... VOI SISAL ESTATES LTD v. HASSAN KASSIM LAKHA. 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. The promise to Mr. Booth was made some months before the new scheme was submitted to the bondholders. 6 Menier v. Hooper's Telegraph Works (supra). Provision was made for the issue of the "A" income bonds already referred to to rank subsequently to the first income bonds. It may be that, as Ferguson, J. The original core works were â¦ The cases linked on your profile facilitate Casemine's artificial intelligence engine in recommending you to potential clients who might be interested in availing your services for similar matters. * Enter a valid Journal (must Other points referred to in the judgments were raised in criticizm of the scheme, but it is not necessary for their Lordships to enter on them. It was held that the affirmance of the voidable contract, being matter only of internal policy, was binding on the company, and further that every shareholder, including the vendor, had a right to vote on such a question, notwithstanding that he might have a personal interest in the subject-matter in conflict with the interest of the company itself. Creating your profile on CaseMine allows you to build your network with fellow lawyers and prospective clients. See Daniels V Daniels: Frank and Ors V Abdu: Prudential Assurance Co Ltd V Newman Industries (No.2). 350 case, a company was formed to lay down a transatlantic telegraph cable which was to be made by Hooperâs Telegraph Works Ltd. It was true that a secret bargain to secure his vote by special treatment might be treated as bribery, but where the scheme to be voted upon itself provides, as it did in that case, openly for special treatment of a debenture-holder with a special interest, he may vote, inasmuch as the other members of the class had themselves known from the first of the scheme. The bonds were held substantially as follows : J. E. Booth, A Bonds (Mr. Booth had held bonds in the older form, which were now paid off.) 350 : 43 L. J. Ch. But they had something else to consider in the first place. This is an appeal against a judgment of the Court of Appeal of Ontario, affirming the judgment of Kelly, J., by which it was found in favour of the minority of a class of secured debenture-holders of the appellant corporation that the minority were not bound by resolutions passed by the majority of the class of such debenture-holders. Thus, unfair prejudice to minority is forbidden . In Walker v. London Tramways Co. (1879) 12 Ch. 324 : 81 L. J. Ch. Per James LJ: âI think it would be a shocking thing if that could be done, because if so the majority might divide the whole assets of the company, and pass a 1. 34 The Legal Risk Review Committee, the forerunner to the Financial Law Panel, was established by the Bank of England in April 1991 to review any potential legal risks in the UK wholesale financial markets.