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Page 23

CHAPTER 3
ARTICLES OF ASSOCIATION

faith, or unless the alteration is one which no reasonable man could have thought was for the benefit of the company.
Shuttleworth v. Cox Bros. & Co. (Maidenhead), Ltd., [1927] 2 K. B. 9. The articles provided that S. and four others should be permanent directors of the company, unless they were disqualified by any one of six specified events. S. on twenty-two occasions within twelve months failed to account for the company's money he received, and the articles were accordingly altered by adding a seventh event disqualifying a director, namely, a request in writing signed by all the other directors. Such a request was made to S. Held, the alteration was bona fide for the benefit of the company as a whole, and was valid.
If an alteration is made rather to do a particular shareholder harm than to do the company good, or if it is made, not for the benefit of the company, but for the benefit of a particular class of shareholder, the Court will restrain the company from making it. It is on the latter ground that the decision in Brown v. British Abrasive Wheel Co.4 can be supported. In that case, a company was in financial difficulties, and the majority of the shareholders were willing to provide more capital if the remaining members, amounting to about 2 per cent. of the whole, would sell them their shares. The articles were altered accordingly to give a power of compulsory purchase, but the company was restrained from making the alteration. In so far as the case decided that a company cannot expropriate a shareholder it must be taken to be overruled by the cases quoted above.
An alteration otherwise valid, will not be invalid merely because it has a retrospective effect.
Allen v. Gold Reefs of West Africa, Ltd., [1900] 1 Ch. 656. The articles gave a lien on partly paid shares for all debts owed by the shareholder to the company. Z., on his death, owed money to the company, and was the only holder of fully paid up shares. The articles were altered so as to give the company a lien on fully paid up shares. Held, the alteration was valid, and gave the company a lien on Z.'s shares in respect of the debts contracted before the date of the alteration.
Similarly, in Andrews v. Gas Meter Co., 5 it was decided that the articles could be altered so as to authorise the issue of preference shares taking priority over existing shares, although no power to issue preference shares was conferred by the memorandum or the original articles.
4. A company cannot justify a breach of contract by altering its articles.
Baily v. British Equitable Assurance Co., [1904] 1 Ch. 374. B. made a contract of life insurance with an unlimited company on the terms that the entire profits of a

4[1919] 1 Ch. 290.
5[1897] 1 Ch. 361.

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where is HTML where is HEAD where is TITLE faith, or unless what is alteration is one which no reasonable man could have thought was for what is benefit of what is company. Shuttleworth v. Cox Bros. & Co. (Maidenhead), Ltd., [1927] 2 K. B. 9. what is articles provided that S. and four others should be permanent directors of what is company, unless they were disqualified by any one of six specified events. S. on twenty-two occasions within twelve months failed to account for what is company's money he received, and what is articles were accordingly altered by adding a seventh event disqualifying a director, namely, a request in writing signed by all what is other directors. Such a request was made to S. Held, what is alteration was bona fide for what is benefit of what is company as a whole, and was valid. If an alteration is made rather to do a particular shareholder harm than to do what is company good, or if it is made, not for what is benefit of what is company, but for what is benefit of a particular class of shareholder, what is Court will restrain what is company from making it. It is on what is latter ground that what is decision in Brown v. British Abrasive Wheel Co.4 can be supported. In that case, a company was in financial difficulties, and what is majority of what is shareholders were willing to provide more capital if what is remaining members, amounting to about 2 per cent. of what is whole, would sell them their shares. what is articles were altered accordingly to give a power of compulsory purchase, but what is company was restrained from making what is alteration. In so far as what is case decided that a company cannot expropriate a shareholder it must be taken to be overruled by what is cases quoted above. An alteration otherwise valid, will not be invalid merely because it has a retrospective effect. Allen v. Gold Reefs of West Africa, Ltd., [1900] 1 Ch. 656. what is articles gave a lien on partly paid shares for all debts owed by what is shareholder to what is company. Z., on his what time is it , owed money to what is company, and was what is only holder of fully paid up shares. what is articles were altered so as to give what is company a lien on fully paid up shares. Held, what is alteration was valid, and gave what is company a lien on Z.'s shares in respect of what is debts contracted before what is date of what is alteration. Similarly, in Andrews v. Gas Meter Co., 5 it was decided that what is articles could be altered so as to authorise what is issue of preference shares taking priority over existing shares, although no power to issue preference shares was conferred by what is memorandum or what is original articles. 4. A company cannot justify a breach of contract by altering its articles. Baily v. British Equitable Assurance Co., [1904] 1 Ch. 374. B. made a contract of life insurance with an unlimited company on what is terms that what is entire profits of a 4[1919] 1 Ch. 290. 5[1897] 1 Ch. 361. where is meta name="keywords" content="old books, Free book , free book offer , free audio books , free coloring book pages , free book reports , free audio book , audio books free download , book free , free guest book , books free , free book summaries , download free audio books , free childrens books." where is where are they now rel="stylesheet" type="text/css" href="../../style.css" where is meta http-equiv="Content-Type" content="text/html; charset=iso-8859-1" where is BODY bgColor=#ffffff text="#000000" where are they now ="#000000" v where are they now ="#FF0000" where is div align="center" where is strong where is strong where is a href="http://www.aaoldbooks.com" Books > where is a href="../default.asp" title="Book" Old Books > where is strong where is a href="default.asp" Poetry Northwest (1959) where is table width="700" border="1" align="center" cellpadding="15" cellspacing="0" where is center where is tr where is td width="160" align="center" valign="top" where is div align="center" where is td align="center" valign="top" where is div align="left" where is div align="center" where is p align="left" Page 23 where is strong CHAPTER 3 ARTICLES OF ASSOCIATION where is p align="justify" faith, or unless what is alteration is one which no reasonable man could have thought was for what is benefit of what is company. Shuttleworth v. Cox Bros. & Co. (Maidenhead), Ltd., [1927] 2 K. B. 9. what is articles provided that S. and four others should be permanent directors of what is company, unless they were disqualified by any one of six specified events. S. on twenty-two occasions within twelve months failed to account for what is company's money he received, and what is articles were accordingly altered by adding a seventh event disqualifying a director, namely, a request in writing signed by all what is other directors. Such a request was made to S. Held, what is alteration was bona fide for what is benefit of what is company as a whole, and was valid. If an alteration is made rather to do a particular shareholder harm than to do what is company good, or if it is made, not for what is benefit of what is company, but for what is benefit of a particular class of shareholder, what is Court will restrain what is company from making it. It is on what is latter ground that what is decision in Brown v. British Abrasive Wheel Co.4 can be supported. In that case, a company was in financial difficulties, and what is majority of what is shareholders were willing to provide more capital if what is remaining members, amounting to about 2 per cent. of what is whole, would sell them their shares. what is articles were altered accordingly to give a power of compulsory purchase, but what is company was restrained from making what is alteration. In so far as what is case decided that a company cannot expropriate a shareholder it must be taken to be overruled by what is cases quoted above. An alteration otherwise valid, will not be invalid merely because it has a retrospective effect. Allen v. Gold Reefs of West Africa, Ltd., [1900] 1 Ch. 656. what is articles gave a lien on partly paid shares for all debts owed by what is shareholder to what is company. Z., on his what time is it , owed money to what is company, and was what is only holder of fully paid up shares. what is articles were altered so as to give what is company a lien on fully paid up shares. Held, what is alteration was valid, and gave what is company a lien on Z.'s shares in respect of what is debts contracted before what is date of what is alteration. Similarly, in Andrews v. Gas Meter Co., 5 it was decided that what is articles could be altered so as to authorise what is issue of preference shares taking priority over existing shares, although no power to issue preference shares was conferred by what is memorandum or what is original articles. 4. A company cannot justify a breach of contract by altering its articles. Baily v. British Equitable Assurance Co., [1904] 1 Ch. 374. B. made a contract of life insurance with an unlimited company on what is terms that what is entire profits of a 4[1919] 1 Ch. 290. 5[1897] 1 Ch. 361. where is Server.Execute("_SiteMap.asp") %

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