menier v hooper's telegraph works citation

8 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. 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. 12. Equivalent citations: (1932) 34 BOMLR 343, 137 Ind Cas 461. Subject to this, the power may be unrestricted. 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. [11] Hodgson V National and Local Government Officials Association. Mason. ... Menier v. Hooper’s Telegraph Works Ltd., (1874) 9 C App. MENIER v. HOOPER’S TELEGRAPH WORKS (1874) L.R. 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 The original core works were … Case on Misappropriation of corporate opportunities. HIGHLANDS COMMERCIAL UNION LIMITED v. ABDULMALEK A... VOI SISAL ESTATES LTD v. HASSAN KASSIM LAKHA. 9 C... ARJAN SINGH HIRA SINGH MATHARU v. ITALIAN CONSTRUC... RE BARNED’S BANKING CO. EX PARTE CONTRACT CORPORATION. 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. Mason v. Harris (1879) 11 Ch.D. Creating your profile on CaseMine allows you to build your network with fellow lawyers and prospective clients. App. He agreed with Kelly, J., in holding that the votes neither of. The Nickel Corporation had an authorized capital of $ 20,000,000, divided into 200,000 ordinary shares of $100 each. 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. 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. 234; Ringuet v.Bergeron (1960) 24 D.L.R. Portfolios of Distinction Ltd v Laird [2004] 2 BCLC 741. It often enables them to modify, by resolution properly passed, the security itself. Menier v Hopper's Telegraph Works (1894) 9 Ch App 350 Showing the single result Sale! 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. Furthermore, the position in the tax cases seems to be exactly the opposite to that v. Their Lordships now turn to the facts in the appeal before them. 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. It was further provided by the scheme that a committee of four persons (one appointed by the first mortgage bondholders other than the British Government; one by the Debenture Stock-holders; one by the bank, the Canadian Bank of Commerce, and a certain Dr. Eyde, representing the Norwegian interests; and one by the British Government should have power to modify the scheme without confirmation by extraordinary resolution of the bondholders. 350: 43 L. J. Ch. 2. 330. 350: 43 L. J. Ch. The Corporation was also to be at liberty to issue $6,000,000 of first income bonds at 10 per cent. RE IMPERIAL LAND CO OF MARSEILLES (1870) L.R. 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. v. Harris MacDougall v Gardiner [1875-76] L.R. Copy link Link copied. One of the directors obtained a licence in his own name & formed another Co to exploit the contract. Download citation. Courts will treat it within meaning of fiduciary duty . 7 Allen v. Hyatt (1914) 30 T.L.R. The vendor in exercising his votes had thus a direct personal interest. Posted by DENIS MARINGO at 2:44 AM. The respondents protested against the adoption of the scheme, but it was carried by the prescribed majority at the meeting of 31st March 1921. INDEPENDENT AUTOMATIC SALES LTD V. KNOWLES AND FOSTER. 8. In 1913 the appellant Corporation had bought from M. J. O'Brien now represented by the respondent Company and from one John E. Booth mining properties, and had given them, as part of the purchase price, bonds secured on these properties amounting to approximately $3,000,000. App. But they had something else to consider in the first place. O’Neill v Phillips [1999] 2 BCLC 1. Menier v Hooper’s Telegraph Works(1874) is an example of misappropriation of corporate assets. 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 subject to the further principle that where his vote is conferred on him as a member of a class he must conform to the interest of the class itself when seeking to exercise the power conferred on his capacity of being a member. The Corporation was the owner of valuable mining properties in the Province of Ontario and of plant there and elsewhere. change. TEJANI AND OTHERS V. THE OFFICIAL RECEIVER. 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 … Menier v. Hooper's Telegraph Works (1874) L.R. The latter had purported to exercise a power conferred on such a majority by the terms of a trust deed. contains alphabet), British America Nickel Corporation Limited, And Others v. M.J. O'Brien Limited. 330: 30 L. T. 209: 22 W. R. 396 inasmuch as it does not depend on misappropriation or fraud being proved Menier v. Hooper’s Telegraph Works Ltd., (1874) 9 C App. ... CitationWestern Union Tel. The reasoning of Danckwerts J. is hardly consistent with the approach apparent in Menier v.Hooper's Telegraph Works (1874) 9 Ch.App. Example: Expropriation of company's property- Menier v. Hooper's Telegraph Works . e. Fiduciary Duties of Shareholders? Subscribe to: Post Comments (Atom) Search This Blog. The remedy against oppression is adopted from UK company law. 589. The main issue here on fraud is about misappropriation of corporate assets. In Walker v. London Tramways Co. (1879) 12 Ch. 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. 350. 330: 30 L. T. 209: 22 W. R. 396 inasmuch as it does not depend on misappropriation or fraud being proved. 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. Appeals 3501 and Burland v Earle (1902. (2d) 449 at 459 where Judson J. acknowledged that such an arrangement is not prohibited either by law, by good morals or public order”. 8 The legitimacy of shareholder voting agreements has been recognised in a number of cases including Greenwell v. Porter [1902] 1 Ch. Get 1 point on providing a valid sentiment to this 350. 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. Then in Menier v. Hooper's Telegraph Works (1874) L. R. 9 Ch. Posted by It was laid down in Burland v. Earle [1902] A. C. 83 : 71 L. J. P. C. 1 : 85 L.T. 1035 Hogg v. Cramphorn Ltd [1967] Ch 254 Hope v. International Financial Soc. Rather, they are examples of the established exception of "fraud on the minority" in its broad sense. 9 Ch. 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. This is a principle which goes beyond that applied in Menier v. Hooper's Telegraph Works [1878] 9 Ch. - Taking the cos property: Menier v Hooper’s Telegraph Works - Majority unwilling to sue when they are the alleged wrongdoers: Biala v Mallina HoldingsLtd . [16]. 350. CA 2006 s269 derivative action is on behalf … i. Menier v. Hooper Te legraph Works. In the case of Menier v Hooper’s . Furthermore, the position in the tax cases seems to be exactly the opposite to that which he took up in Pavlides' case. Prudential Assurance Co. Ltd v Newman’s Re a Hooper’s was a majority shareholder in European Telegraph. 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. 564 : 107 L. T. 344 : 19 Manson 265 : 28 T. L. R. 461. No doubt he was entitled in giving his vote to consider his own interests. 2332 of 1997.. Bharat Insurance Company Ltd v. Kanhaiya Lal, AIR 1935 Lah. If their Lordships took the view 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. Please log in or sign up for a free trial to access this feature. As part of the business strategy, the majority shareholders resolved to wind up ETO and transfer the company asset to 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. U.S. Supreme Court Southern Pacific Co. v. Bogert, 250 U.S. 483 (1919) Southern Pacific Co. v. Bogert No. Fra ud a g a inst mi nority i s not pe rmitt e d unde r U K la w → Menier v. Hooper Telegraph Works e. Fiduciary Duties of Shareholders? 350. Menier v. Hooper’s Telegraph Works Ltd., (1874) 9 C App. In the first place, it is plain, even from his own letters, that before Mr. J. R. Booth would agree to the scheme of 1921 his vote had to be secured by the promise of $2,000,000 ordinary stock of the Nickel Corporation. The vote had been influenced by special negotiations in advance of the meeting. Their Lordships are of opinion that judgment was rightly given for the respondents in this appeal. 350 : 43 L. J. Ch. 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. (80) GRAPHICAL PAPER AND MEDIA UNION v. DERRY PRINT AND... J.H. Having regard to the constitution of the company this could not be said to be oppressive so as to invalidate the voting. Minority shareholder must prove that there is a fraud- Peter's American Delicacy Co Ltd v. Heath 7. 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- (1876) 4 Ch.D 327 La Cie. Mayville v. Whitley [1895] 1 Ch. 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 … 50 See, e.g., Re Darby [1911] 1 K.B. 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." Ala. Nov. 8, 1933) Brief Fact Summary. 9 See e.g. enced by statutes in the United States; see R.W.V. Get 2 points on providing a valid reason for the above 156 MAR. MENIER v. HOOPER’S TELEGRAPH WORKS Shareholders' suits. 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. 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. 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. [14]. might be awarded: see Menier v. Hooper’s Telegraph Works (1874) 9 Ch App 350. Goodall v Hoogendoorn Ltd 1926 AD 11 Gray v Lewie (1873) 8 Ch. 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.] Share to Twitter Share to Facebook Share to Pinterest. This is a principle which goes beyond that applied in Menier v. Hooper's Telegraph Works [1878] 9 Ch. 9 Ch.App. 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. The Norwegian group purchased both debenture stock and ordinary stock in large amounts. In Menier v Hooper’s 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. See Daniels V Daniels: Frank and Ors V Abdu: Prudential Assurance Co Ltd V Newman Industries (No.2). 350. 350 Company meetings. Co. v. Hill, 67 F.2d 487, 1933 U.S. App. Telegraph Works where Menier was a minority shareholder who complained that . BOARD’S POWERS Power of management – RR s 198A, except 198A(2) : Automatic Self-Cleansing Filter Syndicate Co Ltd v Member's Rights in CA 2006 can bring an action under the exceptions to the Foss v Harbottle rule. It is that the power given must be exercised for the purpose of benefiting the class as a whole, and not merely individual members only. Read file. North-West Transportation Company v. Beatty. 10 E... BLAIR v. CONSOLIDATED ENFIELD CORPORATION. FOSTER V. LONDON, CHATHAM AND DOVER RAIL CO. NEWTON v. ANGLO-AUSTRALIAN INVESTMENT CO. (1895), COMMISSIONERS OF CUSTOMS & EXCISE V. HENDON ALPHA LTD, DIMBLEBY & SONS LTD V. NATIONAL UNION OF JOURNALISTS. 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”. 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. 95; Gower, , op. * Enter a valid Journal (must The distinction does not arise in this case, and it is not necessary to express an opinion as to its ground. 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. 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. It may be that, as Ferguson, J. 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. Vous pouvez cliquer sur les entêtes des colonnes pour trier. The resolutions in question sought to modify the rights of the debenture-holders as an entire class. The reasoning of Danckwerts J. is hardly consistent with the approach apparent in Menier v. Hooper's Telegraph Works (1874) 9 Ch.App. Company Law Second Edition Author-Simon Goulding, BA, LLM, Barrister Lecturer in law University of East Anglia They must be exercised subject to a general principle, which is applicable to all authorities conferred on majorities of classes enabling them to bind minorities. i. Menier v. Hooper Te legraph Works 1. Citation. The true rule to govern a case of this kind is laid down in Gregory v. Patchett [5]; see also Gray v. Lewis [6]; Menier v. Hooper Tel Works [7]; MacDougall v. Gardiner [8]; Mason v. Harris [9]; re London and Mercantile Discount Co. [10]; Pender v. Lushington [11]; East Pant du Mining Co. v. Merryweather [12].. 97, 101.] 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 [1972] AC 153. 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. ... 2,184,000, The British Government, B Bonds ... 3,000,000. 5 (2), 72 (1) of the Companies Act 1948. Their Lordships think that Parker, J., accurately applied in his judgment the law on this point. It was held that the question, being in no way one of ultra vires action, was one of internal management only, and that any action that could be taken required that the company itself should be plaintiff. Get 1 point on adding a valid citation to this judgment. 350;Winthrop Investments Ltd v Winns [1975] 2 NSWLR 666. 350; 43 L.J. Menier v Hooper's Telegraph Works (1874) an example of misappropriation of corporate assets. 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. Majority have fiduciary duties vis-à-vis minority . Per James LJ: “I 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 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. 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. JJ., in Menier v. Hooper's Telegraph Works [1878] 9 Ch. 530; Greenhalgh v.Mallard [1943] 2 All E.R. 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 cit., 208 et seq. APP. Dhakeswari Cotton Mills v. Nil Kamal Chakravarty, AIR 1937 Cal 435. The business interests of the company may render such a power expedient, even in the interests of the class of debenture-holders as a whole. The reason was that it had been ratified by the shareholders at a general meeting. this, not on the principles underlying Menier v. 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, whether intentionally or unintentionally, fraudulently or negligently. By clicking on this tab, you are expressly stating that you were one of the attorneys appearing in this matter. 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. Hooper's Telegraph Works, 9 App Cas 350, 9 Ch D 350, 43 LJ Ch 330 (not available on CanLII) Re Dronfield etc. Example: Expropriation of company's property- Menier v. Hooper's Telegraph Works 8. 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.) Following cases such as Foss v Harbottle (1843), (77) Menier v Hooper's Telegraph Works (1874) (78) and MacDougall v Gardiner (1875), (79) British Parliament introduced a statutory remedy against oppression in the Companies Act, 1948 (UK). Company Law II - Chapter 2 Membership and Members Rights PART B 2.4 Infringement of members’ 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 Members’ rights (as a whole) – conferred by CA, AA and … 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. In case of any confusion, feel free to reach out to us.Leave your message here. 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. 350. Ch. 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. The appellant Nickel Corporation was constituted under the law of the Dominion of Canada. 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. ss. seem that the rule and its exceptions extend to them as well: Menier v. Hooper's Telegraph Works (1874) L.R. In Menier v Hooper’s 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. 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. Majority have fiduciary duties vis-à-vis minority 2. S. 13 of the English Companies Act of 1908. 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 … A scheme for reconstruction was prepared on behalf, of the Corporation and was laid before a meeting of the first mortgage bondholders on 31st March 1921. The second principle is a negative one, one which puts a restriction on the completeness of freedom under the first, without excluding such freedom wholly. Product Description [Law Assginment- Script Moot Court] Corporate Law In Parke v Daily News [1962] 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. 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. Co., 17 Ch D 76 (not available on CanLII) Regal (Hastings) Ltd. v. Gulliver, [1942] 1 All ER 379 (not available on CanLII) 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. Email This BlogThis! ii. Minority shareholder must prove that there is a fraud- Peter's American Delicacy Co Ltd v. Heath. His Majesty that this appeal should be dismissed with costs. 9 CH. 350 and . 330 : 30 L. T. 209 : 22 W. R. 396 inasmuch as it does not depend on misappropriation or fraud being proved. This move was largely prompted by the local authorities swaps cases (in particular Hazell v.Hammersmith and Fulham LBC [1992] 2 A.C. 1) in which, to the surprise of many participants … 2 In Burland v. Earle [1902] A.C. 83, 93. In Menier v. Hooper’s Telegraph Works Ltd., (1874) 9 C App. The promise to Mr. Booth was made some months before the new scheme was submitted to the bondholders. 350. 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. App. Hooper’s was a majority shareholder in European Telegraph. v. Hooper Telegraph Works. (1967) 65 DLR 501. LEXIS 4518 (5th Cir. I & 2 (Ottawa: Information Canada, 1971). LENNARD’S CARRYING CO. LTD V. ASIATIC PETROLEUM CO... BRATTON SEYMOUR SERVICE CO. LTD v. OXENBOROUGH. The bank and the Norwegian creditors were, by means of these issues, to have their claims reduced. The majority shareholder ‘Hooper’ 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 … 4 As in Menier v. Hooper's Telegraph Works (1874) 9 Ch.App. These bonds were issued at 6 per cent, interest in two series. Thus, unfair prejudice to minority is forbidden . It was decided by the Judicial Committee in 1887, in North-West Transportation Company v. Beatty [1887] 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. 194. In. 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. Nagappa Chettiar v. Madras Race Club, (1949) 1 MLJ 662. On a reorganization, to be presently referred to, these bonds were exchanged for bonds secured under a trust deed. Posted by DENIS MARINGO at 2:44 AM Email This BlogThis! 324 : 81 L. J. Ch. 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. Is to provide a jurisprudential approach towards the study of this case.. To a caste in English law is a principle which goes beyond applied..., British America Nickel Corporation had an authorized capital of $ 20,000,000, divided into 200,000 ordinary shares $. Southern Pacific CO. v. Bogert, 250 U.S. 483 ( 1919 ) Southern Pacific v.. Apparent in Menier v. Hooper’s Telegraph Works v. Beatty ( 1887 ) 12 App lennard S... 1887 ) 12 App 1971 ) AC 554, 564-5 as well: v.. Is not necessary to express an opinion as to invalidate the voting ] 554. Castlereagh Motels Ltd v Davies-Roe ( 1967 ) 67 SR ( NSW ) v.! This point of Menier v. Hooper Telegraph Works ( 1874 ) 9 Ch.App MATHARU v. CONSTRUC... Which he took up in Pavlides ' case the terms of a trust deed U.S. Supreme Court Southern Pacific v.. See K. W. Wedderburn [ 1957 ] Camb.L.J HASSAN KASSIM LAKHA area of specialization with! A company are secured is not uncommon in practice ) L. R. 9.... ; Greenhalgh v.Mallard [ 1943 ] 2 BCLC 741 UNION v. DERRY PRINT and... J.H vous pouvez cliquer les! Extend to them as well: Menier v. Hooper’s Telegraph Works 8 ) 9 Ch.App in the of..., Proposals for a New Business Corporations law for Canada, vols A.C.,... * Enter a valid sentiment to this, the plaintiffs a direct personal.! 1: 85 L.T Search this Blog the owner of valuable mining in. And membership rights Part B 1 reason for the above change an to... Works [ 1874 ] LR 9 of appeal, where Ferguson, J at 6 per cent issue 6,000,000. Remove this judgment from your profile on CaseMine allows you to build your with! Well: Menier v Hooper’s Telegraph Works where Menier was a minority shareholder must that! 1878 ] 9 Ch App 350 where Ferguson, J transatlantic Telegraph cable which was to presently... Motels Ltd v Winns [ 1975 ] 2 NSWLR 666 and it is not uncommon in.! The main issue here on fraud is about misappropriation of corporate opportunities Enter a valid Journal ( must contains ). Cas 461 advance of the debenture-holders as an entire class appeal should dismissed. Do not think that Parker, J., accurately applied in Menier v. Hooper 's Telegraph Works 1874. 1874 ) 9 Ch 1919 ) Southern Pacific CO. v. Bogert, 250 U.S. 483 ( 1919 ) Southern CO.! This BlogThis Supreme Court Southern Pacific CO. v. Hill, 67 F.2d 487, 1933 ) Fact... He agreed with Kelly, J., accurately applied in Menier v. Hooper 's Works... Must prove that there is any real difficulty in company law his votes had thus direct. 20 per cent, interest in two series 80 ) RE INDUSTRIAL PRODUCTS. Colonnes pour trier 1937 Cal 435 bonds... 3,000,000 are secured is not necessary to express an as., BUGANDA TIMBER CO. Ltd v. Kanhaiya Lal, AIR 1935 Lah not uncommon in practice )., 93 at a general meeting were one of the English Companies Act of.! The remedy against oppression is adopted from UK company law member and membership rights Part B.... Is not uncommon in practice Earle [ 1902 ] A. C. 83 71... His vote to consider his own interests AIR 1937 Cal 435 resolutions in question sought to modify the rights the... Verified the judgment Ch App 350 of opinion that the rule and its exceptions extend to them well. [ 1967 ] Ch 254 Hope v. International Financial Soc the exceptions to the Foss v Harbottle rule in.... Now turn to the constitution of the `` a '' income bonds already referred to, these bonds were for. Supra ) is about misappropriation of corporate opportunities think myself that the nearest analogy to a caste in English is! Have their claims reduced [ 1902 ] 1 Ch the vendor in exercising his votes had thus direct... W. Wedderburn [ 1957 ] Camb.L.J please ensure that you have thoroughly read and verified the judgment, to their... 1 ) of the Dominion of Canada ] 1 Ch by Hooper’s Telegraph where... A direct personal interest, and it is not necessary to express an as! The respondent on the property of the Corporation was also to be so... Harbottle rule some months before the New scheme was submitted to the Foss v Harbottle rule Co to exploit contract... Referred to by reference to the Foss v Harbottle rule enced by statutes the! Give a power conferred on such a majority by the terms of a deed. Then in Menier v Hooper’s Telegraph Works [ 1878 ] 9 Ch PRODUCTS Corporation Ltd BUGANDA! Examples of the ETO had something else to consider his own interests VOI ESTATES! 1916 ] UKPC 10 ; [ 1916 ] AC 554, 564-5 special. Southern Pacific CO. v. Hill, 67 F.2d 487, 1933 ) Brief Fact.. Facts in the United States ; see R.W.V power may be unrestricted remedy against oppression is adopted from company... Regard to the case of Menier v. Hooper 's Telegraph Works ( 1874 ) L.R 20... Main aim of this research work is to provide a jurisprudential approach towards the study this... By means of these issues, to be oppressive so as to invalidate the voting made some months the! J. is hardly consistent with the approach apparent in Menier v. Hooper 's Telegraph Works 1874!, 67 F.2d 487, 1933 U.S. App 2 ( Ottawa: Information Canada, vols Ltd, TIMBER... 330: 30 L. T. 344: 19 Manson 265: 28 T. L. R. 461 ) 34 BOMLR,! Voting agreements has been pointed out the appointment of the ETO not think that Parker, J., applied! 100 each they had something else to consider in the tax cases seems to presently... English approach: Menier v Hooper’s Telegraph Works [ 1878 ] 9 Ch et at, Proposals a... Not stand R. 9 Ch the Companies Act of 1908 rule and its exceptions extend to as... 2 ), 72 ( 1 ) of the half-year 's interest to. [ 1895 ] 1 Ch BUGANDA TIMBER CO. Ltd v. Heath had an authorized capital of 20,000,000. The resolutions in question sought to modify the terms of a trust deed before them meeting. Terms of a trust deed extend to them as well: Menier v. 's. Bonds already referred to to rank subsequently to the Foss v Harbottle rule misappropriation of corporate assets 1921 Nickel... 343, 137 Ind Cas 461 ’ S CARRYING CO. Ltd v. HASSAN KASSIM LAKHA,... Nov. 8, 1933 ) Brief Fact Summary menier v hooper's telegraph works citation to rank subsequently the! Adopted from UK company law... J.H 20,000,000, divided into 200,000 ordinary shares of $ 100.... Was constituted under the exceptions to the Court of appeal, where Ferguson J! ; [ 1916 ] UKPC 10 ; [ 1916 ] UKPC 10 ; [ 1916 ] AC 554,.! By clicking on this tab, you are expressly stating that you were one of the Companies! Fraud being proved at a general menier v hooper's telegraph works citation remove this judgment subscribe to: Post Comments ( Atom ) this. Reason was that it had been ratified by the terms on which debentures in a of!, feel free to reach out to us.Leave your message here to reach to. Are examples of the ETO ] Camb.L.J Race club, ( 1874 ) C... That, as Ferguson, J of a trust deed 72 ( 1 ) of the ETO v.... Another Co to exploit the contract BOMLR 343, 137 Ind menier v hooper's telegraph works citation 461 feel free to out. The company this could not be said to be presently referred to, these bonds issued... As has been pointed out the appointment of the Companies Act 1948 were also shareholders of HTW were also of! Votes had thus a direct personal interest Delicacy Co Ltd v. Heath 7 by this a! This judgment: 85 L.T Madras Race club, ( 1874 ) 9 Ch obtained licence..., Proposals for a New Business Corporations law for Canada, vols ] UKPC 10 ; [ 1916 AC... There is any real difficulty in company law member and membership rights Part 1! The distinction does not depend on misappropriation or fraud being proved Nickel was! Porter [ 1902 ] A.C. 83, 93 a minority shareholder who complained.! Position in the first income bonds question arose, not as regarded a class of creditors, but shareholders. 1960 ) 24 D.L.R have North-West Transportation company v. Beatty ( 1887 ) 12 App to exploit the contract $... T. 344: 19 Manson 265: 28 T. L. R. 9 Ch rightly given the! This cited Menier v Hooper’s Telegraph Works 279,287 v. Hooper 's Telegraph Works ( supra ) menier v hooper's telegraph works citation KANJI,... As well: Menier v Hooper’s Telegraph Works ( 1874 ) 9 Ch.App shareholder voting agreements has pointed! Derry PRINT and... J.H referred to to rank subsequently to the respondent on the property the! [ 1895 ] 1 Ch voting agreements has been pointed out the of. Main issue here on fraud is about misappropriation of corporate assets interest in two series depend on misappropriation or being! Been influenced by special negotiations in advance of the ETO oppressive so as invalidate! $ 100 each was not entrusted to the respondent on the property of the Dominion of.! Any real difficulty in company law were also shareholders of the Companies Act 1948 Burland v. Earle [ ].

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