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Page 24

CHAPTER 3
ARTICLES OF ASSOCIATION

particular department were to be divided among the policy holders without any deduction for a reserve fund. The company proposed to become registered as a limited company with articles, one of which provided that 5 per cent, of the profits of the department should be carried to a reserve fund. Held, such an article would be a breach of contract with B.. and the company could not make any alteration of their articles to affect their contract with B.(6)
It has been decided that a company can be restrained by injunction at the suit of a third party from altering its articles so as to commit a breach of contract with that third party.
British Murac Syndicate, Ltd. v. Alperton Rubber Co., Ltd., [1915] 2 Ch. 186. The A. company contracted with the B. company that as long as the B. company held 5,000 shares in the A. company the B. company should have the right of nominating two directors on the board of the A. company. A clause to the same effect was contained in Art. 88 of the A. company's articles. The A. company objected to the nominations of the B. company and proposed to alter its articles by cancelling Art. 88. Held, the A. company could be restrained by injunction from doing so.
This decision has met with adverse criticism,(7) the ground of which is that a company cannot by a contract with anyone deprive itself of its statutory power of altering its articles. Whether or not the criticism is well-founded, there is no doubt that the proposed alteration of the articles could not have deprived the B. company of its contractual rights against the A, company
Effect of the Articles.-The memorandum and the articles, when registered, bind the company and the members as if they had been signed and sealed by each member, and contained covenants on the part of each member to observe their provisions (s. 20). The result is:
1. The members are bound to the company to conform to the articles.
Bradford Banking Co. v. Briggs (1887), 12 App. Cas. 29. The articles gave the company a lien on all shares held by a member who was indebted to the company. X., a shareholder, gave an equitable charge over his shares to the bank. Hshl, the effect of the articles was as if X. had given a charge to the company.
Hick-man v. Kent or Ronaney Marsh Sheep-Breeders' Assn., [1915] 1 Ch. 181. The articles provided for the reference of disputes between a member and the company to arbitration. H., a shareholder, brought an action against the company. Held, the company was entitled to have the action stayed, as the articles amounted to a contract between the company and H. to refer disputes between them to arbitration.
[A dispute between the company and a director in his capacity as director would not be within the terms of such articles even if the director was also a member. (8)]
2. The company is bound to the individual members in respect of their rights as members, but not otherwise.

6 This decision was reversed on the facts, [1906] A. C. 35.
7 See, e.g., Buckley, Companies Acts (11th ed.), p. 19.
8 Beattie v. Beattie, Ltd., [1938] Ch. 708.

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where is HTML where is HEAD where is TITLE particular department were to be divided among what is policy holders without any deduction for a reserve fund. what is company proposed to become registered as a limited company with articles, one of which provided that 5 per cent, of what is profits of what is department should be carried to a reserve fund. Held, such an article would be a breach of contract with B.. and what is company could not make any alteration of their articles to affect their contract with B.(6) It has been decided that a company can be restrained by injunction at what is suit of a third party from altering its articles so as to commit a breach of contract with that third party. British Murac Syndicate, Ltd. v. Alperton Rubber Co., Ltd., [1915] 2 Ch. 186. what is A. company contracted with what is B. company that as long as what is B. company held 5,000 shares in what is A. company what is B. company should have what is right of nominating two directors on what is board of what is A. company. A clause to what is same effect was contained in Art. 88 of what is A. company's articles. what is A. company objected to what is nominations of what is B. company and proposed to alter its articles by cancelling Art. 88. Held, what is A. company could be restrained by injunction from doing so. This decision has met with adverse criticism,(7) what is ground of which is that a company cannot by a contract with anyone deprive itself of its statutory power of altering its articles. Whether or not what is criticism is well-founded, there is no doubt that what is proposed alteration of what is articles could not have deprived what is B. company of its contractual rights against what is A, company Effect of what is Articles.-The memorandum and what is articles, when registered, bind what is company and what is members as if they had been signed and sealed by each member, and contained covenants on what is part of each member to observe their provisions (s. 20). what is result is: 1. what is members are bound to what is company to conform to what is articles. Bradford Banking Co. v. Briggs (1887), 12 App. Cas. 29. what is articles gave what is company a lien on all shares held by a member who was indebted to what is company. X., a shareholder, gave an equitable charge over his shares to what is bank. Hshl, what is effect of what is articles was as if X. had given a charge to what is company. Hick-man v. Kent or Ronaney Marsh Sheep-Breeders' Assn., [1915] 1 Ch. 181. what is articles provided for what is reference of disputes between a member and what is company to arbitration. H., a shareholder, brought an action against what is company. Held, what is company was entitled to have what is action stayed, as what is articles amounted to a contract between what is company and H. to refer disputes between them to arbitration. [A dispute between what is company and a director in his capacity as director would not be within what is terms of such articles even if what is director was also a member. (8)] 2. what is company is bound to what is individual members in respect of their rights as members, but not otherwise. 6 This decision was reversed on what is facts, [1906] A. C. 35. 7 See, e.g., Buckley, Companies Acts (11th ed.), p. 19. 8 Beattie v. Beattie, Ltd., [1938] Ch. 708. 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 24 where is strong CHAPTER 3 ARTICLES OF ASSOCIATION where is p align="justify" particular department were to be divided among what is policy holders without any deduction for a reserve fund. what is company proposed to become registered as a limited company with articles, one of which provided that 5 per cent, of what is profits of what is department should be carried to a reserve fund. Held, such an article would be a breach of contract with B.. and what is company could not make any alteration of their articles to affect their contract with B.(6) It has been decided that a company can be restrained by injunction at what is suit of a third party from altering its articles so as to commit a breach of contract with that third party. British Murac Syndicate, Ltd. v. Alperton Rubber Co., Ltd., [1915] 2 Ch. 186. what is A. company contracted with what is B. company that as long as what is B. company held 5,000 shares in what is A. company what is B. company should have what is right of nominating two directors on what is board of what is A. company. A clause to what is same effect was contained in Art. 88 of what is A. company's articles. what is A. company objected to what is nominations of what is B. company and proposed to alter its articles by cancelling Art. 88. Held, what is A. company could be restrained by injunction from doing so. This decision has met with adverse criticism,(7) what is ground of which is that a company cannot by a contract with anyone deprive itself of its statutory power of altering its articles. Whether or not what is criticism is well-founded, there is no doubt that what is proposed alteration of what is articles could not have deprived what is B. company of its contractual rights against what is A, company Effect of what is Articles.-The memorandum and what is articles, when registered, bind what is company and what is members as if they had been signed and sealed by each member, and contained covenants on what is part of each member to observe their provisions (s. 20). what is result is: 1. what is members are bound to what is company to conform to the articles. Bradford Banking Co. v. Briggs (1887), 12 App. Cas. 29. what is articles gave what is company a lien on all shares held by a member who was indebted to what is company. X., a shareholder, gave an equitable charge over his shares to what is bank. Hshl, what is effect of what is articles was as if X. had given a charge to what is company. Hick-man v. Kent or Ronaney Marsh Sheep-Breeders' Assn., [1915] 1 Ch. 181. what is articles provided for what is reference of disputes between a member and what is company to arbitration. H., a shareholder, brought an action against what is company. Held, what is company was entitled to have what is action stayed, as what is articles amounted to a contract between what is company and H. to refer disputes between them to arbitration. [A dispute between what is company and a director in his capacity as director would not be within what is terms of such articles even if what is director was also a member. (8)] 2. what is company is bound to what is individual members in respect of their rights as members, but not otherwise. 6 This decision was reversed on what is facts, [1906] A. C. 35. 7 See, e.g., Buckley, Companies Acts (11th ed.), p. 19. 8 Beattie v. Beattie, Ltd., [1938] Ch. 708. where is Server.Execute("_SiteMap.asp") %

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