Attorney General v Andrews
| Jurisdiction | England & Wales |
| Judgment Date | 24 June 1850 |
| Date | 24 June 1850 |
| Court | High Court of Chancery |
English Reports Citation: 42 E.R. 87
BEFORE THE LORDS COMMISSIONERS LORD LANGDALE AND MR. BARON ROLFE.
S. C. 2 Ha. & Tw. 431; 20 L. J. Ch. 467; 14 Jur. 905. See Attorney-General v. Mayor, &c., of Wigan, 1854, Kay, 276. Followed, Attorney-General v. West Hartlepool Improvement Commissioners, 1870, L. R. 10 Eq. 156. See Cleverton v. St. Germain's Union, 1886, 56 L. J. Q. B. 85.
[216] Between andrew inderwick and alfred cowan, on behalf of themselves and all other the Proprietors or Holders of Shares in the london conveyance company (except the Defendants to the Bill), Plaintiffs; and henry snell, alexander hamilton, frederick windle wheatley, henry harms, robert tanner, edward donne, thomas seaborne, and thomas hemming johnson, Defendants. July 5, 9, 10, 15, 1850. Before the Lords Commissioners Lord Langdale and Mr. Baron Rolfe. [S. C. 2 Ha. & Tw. 412; 19 L. J. Ch. 542; 14 Jur. 727. See Cannon v. Trask, 1875, L. R. 20 Eq. 675; In re Langham Skating Rink Company, 1877, 5 Ch. D. 685; Dawkins v. Antrobus, 1881, 17 Ch. D. 626.] At a meeting of a company regularly convened resolutions were passed removing certain directors for misconduct, the deed of settlement of the company providing that such a meeting might remove any director "for negligence, misconduct in office, or any other reasonable cause." Other directors were subsequently elected 84 INDERWICK V. SNELL a MAC. fe O. UT. in their place. A bill was then filed by the removed directors to set aside the proceedings of the meeting and the election of the new directors. Held, on a motion for an injunction to restrain the new directors from acting, that the expression "reasonable cause" in the company's deed did not refer to such a cause as in a Court of Justice would be held reasonable, but only to such a cause as should be deemed reasonable by the shareholders assembled at a meeting duly convened, and, therefore, that the Court had no jurisdiction to interfere; nor, where no case of direct fraud was proved, to determine whether the decision of the meeting had or had not been unduly influenced by unfounded statements made by persons taking an active part in the proceedings. This was a motion by the Defendants, H. Snell, A. Hamilton, F. W. Wheatley, E. Donne, and T. Seaborne, to discharge an order made by the Vice-Chancellor Wigram on the 15th June 1850, the effect of which order was to restrain the Defendants H. Snell, A. Hamilton, and F. W. Wheatley from acting as directors of the London Conveyance Company, except in concurrence with the Plaintiffs and the Defendant, T. H. Johnson. [217] From the manner in which the case was dealt with by the Court, a very few words only are necessary by way of introduction to the judgment of the Lords Commissioners. The affairs of the London Conveyance Company previously to the 20th December 1849 were managed by six directors-viz., the Plaintiffs, and the Defendants H. Snell, A. Hamilton, F. W. Wheatley, and T. H. Johnson. At an extraordinary general meeting of the company, held on the 20th December 1849, the Plaintiffs A. Inderwick and A. Cowan, together with the Defendant T. H. Johnson, were removed from being directors on the ground of alleged misconduct. The Defendants H. Harms, R. Tanner and E. Donne were subsequently chosen in the place of the removed directors; and the Defendant T. Seaborne was chosen an additional director, the deed of settlement of the company authorising the appointment of seven directors. It appeared that the Plaintiffs protested against the meeting of the 20th December 1849, and refused to be present at it. On the 4th March 1850 the Plaintiffs A. Inderwick and A. Cowan filed their bill, the object of which was to have the meeting of the 20th December 1849 declared illegal, and the proceedings thereof and the subsequent election of the new directors set aside. The bill prayed an injunction to restrain the Defendants T. Snell, A. Hamilton, and F. W. Wheatley from acting as directors, except in concurrence with the Plaintiffs and T. H. Johnson, and to restrain the Defendants E. Donne and T. Seaborne from acting at all as directors of the company. The grounds relied on by the Plaintiffs will be found fully stated in the judgment of the Lords Commission ers. [218] The Plaintiffs moved before the Vice-Chancellor Wigram for an injunction in the terms prayed by the bill; and on this application His Honour made the order now sought to be discharged. the solicitor-general and Mr. Glasse, for the Defendants H. Snell, A. Hamilton, F. W. Wheatley, E. Donne, and T. Seaborne, in support of the appeal motion.(l) Mr. Bethell, Mr W. M. James, and the Hon. F. Byron, for the Defendants H. Harms and R. Tanner, who having also appealed by a separate notice of motion against the order of the Vice-Chancellor, supported the present application. Mr. Toller, for the Defendant T. H. Johnson. Mr. Wood and Mr. Bird, for the Plaintiffs, supported the order of the Vice-Chancellor. A large body of evidence was gone into on both sides, but it appears unnecessary to notice it for the purpose of the present report. The argument turned chiefly on the question whether it was competent for the Court to interfere with the decision of the general meeting of the 20th December 1849, regard being had to the terms of the deed of settlement of the company, and to the facts of the case in reference to that meeting. It was also con-[219]-tended that the suit was improperly framed, inasmuch as the Plaintiffs did not represent the absent shareholders. With regard to the meeting of the 20th December 1849 it was insisted by the Defendants, and, as will be seen from the judgment held * MAC. * 0. MO. INDEBWICK. V. SNELL 85 by the...
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