Bentley-Stevens v Jones
| Jurisdiction | England & Wales |
| Judgment Date | 1974 |
| Date | 1974 |
| Court | Chancery Division |
Company - Director - Removal - Irregularities - Parent company's board procuring extraordinary general meeting of subsidiary company - Plaintiff learning of board meeting too late to attend - Extraordinary general meeting of subsidiary company convened without that board meeting - Meeting passing resolution to remove plaintiff as director - Whether subsidiary company to be restrained from acting on resolution
The plaintiff and the first two defendants were directors of both H Ltd. and the third defendant company which was a wholly owned subsidiary of H Ltd. On January 28, 1974, following disputes between the plaintiff and the two defendants, the first two defendants held a meeting of the board of H Ltd. A notice of the meeting was sent to the plaintiff but he, being away, did not receive it in time. At the meeting the first defendant was authorised to give special notice to the defendant company for removing the plaintiff from its board and H Ltd. requisitioned an extraordinary general meeting of the defendant company. The first defendant, as a director of the defendant company, purporting to act by order of its board although no board meeting was held, convened an extraordinary general meeting of that company for February 26. At that meeting it was resolved to remove the plaintiff from the defendant company's board. On the same day the plaintiff issued a writ seeking certain reliefs. On his motion for an interlocutory injunction to restrain the defendants from acting on the resolution on the ground that due to irregularities the resolution was a nullity: —
Held, dismissing the motion, that, even if the plaintiff's complaint of irregularities was correct, the irregularities could be cured by going through the proper processes and, since the ultimate result would be the same, the court would not interfere (post, pp. 640H–641A).
The following cases are referred to in the judgment:
Browne v. La Trinidad (
Westbourne Galleries Ltd., In re [
The following additional case was cited in argument:
Bainbridge v. Smith (
MOTION
The plaintiff, Charles Edward Bentley-Stevens, and the first two defendants, David Gareth Jones and Gerald S. J. Hyam, were directors of the third defendant, Sloane Nursing Homes Ltd., and also of J. & B.S. Holdings Ltd. (“Holdings”). The defendant company was a wholly-owned subsidiary of Holdings. Disputes arose between them, and the first two defendants, as majority shareholders of Holdings, decided to have the plaintiff removed from the board of directors of the defendant company.
The...
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