Application of Re. Duomatic

Application of Re. Duomatic

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I have a case in which I wish to rely on the principles of Re. Duomatic.

The only fly in the ointment is that the members present at the relevant meeting did not comprise all of the shareholders.  They did however contain sufficient members (who were unanimous in their decision) such that their combined voting rights would have been sufficient to force the decision onto the company's books even had the missing individuals all been present and all voted against.

I am concerned that in the original decision of Re. Duomatic, Buckley J. mentioned that the decision is valid where all of the shareholders are present.  It occurs to me that it might just be coincidental that all of the shareholders happened to be present in the case of Duomatic, and Buckley J. may just have been commenting on that fact rather than insisting on its being a required qualification.

Are readers aware of subsequent cases where the application hinged on whether those present comprised all of the shareholders (per Duomatic) rather than a sufficient majority, and how those cases were decided?  I cannot personally think of any logical reason why "majority" cases should be excluded if it is accepted that Re. Duomatic is a valid decision in itself.  That is to say, whatever legal principles are applied in deciding that Duomatic is a valid decision would equally apply to one fitting my circumstances.  But it would be helpful to know if this has been considered by their Lordships.

With kind regards

Clint Westwood

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Woolpit Gus
By nutwood
06th Nov 2012 11:32

Probably not

I think if you google re. Duomatic you will get plenty of subsequent cases where the Duomatic judgment is held to be specific to the case where all shareholders who would be entitled to attend a General Meeting are present.

I think it probably rests on the facts in re. Duomatic in that all present were in favour and there was therefore no argument against.  Had there been dissenting shareholders present with the oppportunity to argue their point of view then it may have been possible that the views of others may have been swayed.  To construe a meeting held without proper notice and with absent shareholders as competent to reach decisions only permitted in General Meeting would surely be ultra vires. 

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