menier v hooper's telegraph works citation

792. Menier v. Hooper’s Telegraph Works Ltd., (1874) 9 C App. So far as we can gather from the reasons for judgment it was the only issue debated in the Trial Court and such cases as Menier v Hooper's Telegraph Works (9 Ch. 7 Allen v. Hyatt (1914) 30 T.L.R. Pender v Lushington Court Court of Appeal Decided 2 March 1877 Citation(s) (1877) 6 Ch D 70 Keywords Vote, property, derivative claim has a right to say, "Whether I vote in … Their Lordships now turn to the facts in the appeal before them. This is a principle which goes beyond that applied in Menier v. Hooper's Telegraph Works [1878] 9 Ch. On 15th March 1916 the Nickel Corporation, being desirous of reorganizing its finances and of putting them on a more satisfactory footing executed a mortgage deed of trust in favour of the second appellant as trustee to enable them to issue bonds. 4 As in Menier v. Hooper's Telegraph Works (1874) 9 Ch.App. 194. As the Corporation was indebted to its bankers in the end of 1920, at a meeting of the first mortgage bondholders authority was given for the creation of a prior lien bond for $500,000 having priority over the first mortgage bonds, and this was issued to the bank. Dhakeswari Cotton Mills v. Nil Kamal Chakravarty, AIR 1937 Cal 435. (80) [11] Hodgson V National and Local Government Officials Association. In this case, where Menier a minority shareholder complained that there were self-interested transactions between a majority member and the company, the court held that a minority shareholder's action was properly bought in these circumstances. It was true that a secret bargain to secure his vote by special treatment might be treated as bribery, but where the scheme to be voted upon itself provides, as it did in that case, openly for special treatment of a debenture-holder with a special interest, he may vote, inasmuch as the other members of the class had themselves known from the first of the scheme. Subscribe to: Post Comments (Atom) Search This Blog. It would have been otherwise had the acts complained of been of an ultra vires or actually fraudulent character, as had been explained by James and Mellish, L. ... 2,184,000, The British Government, B Bonds ... 3,000,000. 350 Company meetings. Cook v. Deeks and the dicta in Pavlides v. Jensen are properly sub- sumed into the category of "expropriation of company property".23 No resolution by the majority can authorize a breach of the direc- exception to Foss v. Harbottle. 350;Winthrop Investments Ltd v Winns [1975] 2 NSWLR 666. The respondents then applied for an interim injunction, but the Court allowed the resolutions to be carried into effect, on the terms that if at the trial of the action it should be found that they ought not to have been carried into effect, the appellant Trust Company should pay to the respondents the amount of these bonds with interest. Company law member and membership rights Part B 1. It may be that, as Ferguson, J. this, not on the principles underlying Menier v. Hooper's Telegraph Works 28 and Cook v. Deeks,29 but by applying to a majority share-1xolder the Daniels v. Daniels 30 principle that directors are liable for using power to benefit themselves at the company's expense, whether intentionally or unintentionally, fraudulently or negligently. 350: 43 L. J. Ch. 350. Get 2 points on providing a valid reason for the above The majority shareholder ‘Hooper’ found that it could make a greater profit by selling the cable to another company which wished to lay it down on the same route, but which would not buy … Dickerson et at, Proposals for a New Business Corporations Law for Canada, vols. On this ground by itself their Lordships are of opinion that the resolutions cannot stand. A., delivered the judgment. This is an appeal against a judgment of the Court of Appeal of Ontario, affirming the judgment of Kelly, J., by which it was found in favour of the minority of a class of secured debenture-holders of the appellant corporation that the minority were not bound by resolutions passed by the majority of the class of such debenture-holders. ENGLISH & SCOTTISH MERCANTILE INVESTMENT TRUST v. ... DURHAM FANCY GOODS LTD V. MICHAEL JACKSON (FANCY G... SOUTH LONDON GREAYHOUND RACE COURSE LTD V. WAKE, DIMBULA VALLEY (CEYLON) TEA CO. LTD v. LAURIE. As its constitution enabled the vendor, individually to acquire shares freely, he was entitled to the votes thus carried and to qualify a majority at the meeting. In Burland v. Earle [1902] A. C. 83 : 71 L. J. P. C. 1 : 85 L.T. CA 2006 s269 derivative action is on behalf … enced by statutes in the United States; see R.W.V. 50 See, e.g., Re Darby [1911] 1 K.B. MacDougall v Gardiner [1875-76] L.R. Menier v Hopper's Telegraph Works (1894) 9 Ch App 350 Showing the single result Sale! In Menier v. Hooper's Telegraph Works 5it was held that, where the majority of a company propose to benefit themselves at the expense of the minority, the Court may interfere to protect the minority.] Their duty was to look to the difficulties of the bond-holders as a class, and not to give any one of these bond-holders a special personal advantage, not forming part of the scheme to he voted for, in order to induce him to assent. [1916] UKPC 10; [1916] AC 554, 564-5. MENIER v. HOOPER’S TELEGRAPH WORKS Shareholders' suits. The resolutions in question sought to modify the rights of the debenture-holders as an entire class. Telegraph Works where Menier was a minority shareholder who complained that . 1 Menier v Hooper’s Telegraph Works [1874] LR 9. He therefore gave judgment for the respondents, the plaintiffs. The effect of the war was to disorganize the markets of the appellant Corporation, so that it was mainly by the aid of purchases of its stock by a Norwegian nickel group, and by the cooperation of the British Government, that the appellant Corporation carried on its business between 1916 and 1919. In February 1921 the Nickel Corporation made default in payment of the half-year's interest due to the respondent on the first mortgage bonds. It is that the power given must be exercised for the purpose of benefiting the class as a whole, and not merely individual members only. 350 and . [10] See also Menier V Hooper’s Telegraph Works. - Taking the cos property: Menier v Hooper’s Telegraph Works - Majority unwilling to sue when they are the alleged wrongdoers: Biala v Mallina HoldingsLtd BOARD’S POWERS Power of management – RR s … 1035 Hogg v. Cramphorn Ltd [1967] Ch 254 Hope v. International Financial Soc. 350 : 43 L. J. Ch. Posted by There was also given power by extraordinary resolution to sanction the exchange of the "A" income bonds into other securities, and the British Government was to be relieved of its obligation to purchase nickel. Please log in or sign up for a free trial to access this feature. 2 In Burland v. Earle [1902] A.C. 83, 93. Once you create your profile, you will be able to: Claim the judgments where you have appeared by linking them directly to your profile and maintain a record of your body of work. Per James LJ: “I think it would be a shocking thing if that could be done, because if so the majority might divide the whole assets of the company, and pass a MENIER V HOOPER’S TELEGRAPH WORKS Hooper’s Telegraph Works (Hooper’s) had contracted with another company (European Telegraph) to lay a cable to South America. But their Lordships do not think that there is any real difficulty in combining the principle that while usually a holder of shares or debentures may vote as his interest directs, he is subject to the further principle that where his vote is conferred on him as a member of a class he must conform to the interest of the class itself when seeking to exercise the power conferred on his capacity of being a member. Citation. 330: 30 L. T. 209: 22 W. R. 396 inasmuch as it does not depend on misappropriation or fraud being proved 564 : 107 L. T. 344 : 19 Manson 265 : 28 T. L. R. 461. JJ., in Menier v. Hooper's Telegraph Works [1878] 9 Ch. 330. Product Description [Law Assginment- Script Moot Court] Corporate Law In Parke v Daily News [1962] Ch 927, minority shareholders sought to prevent this happening on the ground that such a payment went beyond the articles of association of the company, and such payment to ex-employees was not reasonably incidental to the carrying on of the business of the company. Mason. In this case, where Menier a minority shareholder complained that there were self-interested transactions between a majority member and the company, the court held that a minority shareholder’s action was properly bought in these circumstances. Follow this and additional works at: https://scholarlycommons.law.case.edu/cuslj Part of the Transnational Law Commons Recommended Citation Philip Anisman, Majority-Minority Relations in Canadian Corporation Law: An 350. Western Union Telegraph Co. v. Hill Case Brief - Rule of Law: For assault to occur, there must be an intentional and unlawful offer or attempt to touch. In Menier v Hooper’s Telegraph Works, a company altered its articles in a manner that some other company was benefitted thereby but the alteration was not beneficial to the company itself. There is, however, this restriction of such powers, when conferred on a majority of a special class in order to enable that majority to bind a minority. Provision was made for the issue of the "A" income bonds already referred to to rank subsequently to the first income bonds. Lake Superior Ship Canal, Railway & Iron Co. v. Finan Citation: 155 U.S. 385 Court: US Supreme Court Date: December 10, 1894 It was held that the affirmance of the voidable contract, being matter only of internal policy, was binding on the company, and further that every shareholder, including the vendor, had a right to vote on such a question, notwithstanding that he might have a personal interest in the subject-matter in conflict with the interest of the company itself. 9 Ch. The second principle is a negative one, one which puts a restriction on the completeness of freedom under the first, without excluding such freedom wholly. But they had something else to consider in the first place. 97, 101.] The main issue here on fraud is about misappropriation of corporate assets. Ala. Nov. 8, 1933) Brief Fact Summary. On a reorganization, to be presently referred to, these bonds were exchanged for bonds secured under a trust deed. There is no case, relating to a fraud on a minority, which indicates that the court can go beyond seeing whether the wrongdoers are in control, or is concerned to.see what other, independent shareholders think. Copy link Link copied. 324 : 81 L. J. Ch. The bank and the Norwegian creditors were, by means of these issues, to have their claims reduced. 350. 350; 43 L.J. Having regard to the constitution of the company this could not be said to be oppressive so as to invalidate the voting. Company Law Second Edition Author-Simon Goulding, BA, LLM, Barrister Lecturer in law University of East Anglia I & 2 (Ottawa: Information Canada, 1971). (1967) 65 DLR 501. Get 1 point on adding a valid citation to this judgment. O’Neill v Phillips [1999] 2 BCLC 1. D 705 case, the Court held that the power to alter articles cannot be taken away by any provision in the memorandum or articles”. At this meeting the ratification was actually obtained by the aid of the votes of the vendor director himself and his nominees, which produced a majority of shareholders' votes at that general meeting. The respondents protested against the adoption of the scheme, but it was carried by the prescribed majority at the meeting of 31st March 1921. Following cases such as Foss v Harbottle (1843), (77) Menier v Hooper's Telegraph Works (1874) (78) and MacDougall v Gardiner (1875), (79) British Parliament introduced a statutory remedy against oppression in the Companies Act, 1948 (UK). In Menier v Hooper’s Telegraph Works, a company altered its articles in a manner that some other company was benefitted thereby but the alteration was not beneficial to the company itself. The latter had purported to exercise a power conferred on such a majority by the terms of a trust deed. S. 13 of the English Companies Act of 1908. Newer Post Older Post Home. Before confirming, please ensure that you have thoroughly read and verified the judgment. I am confirmed in that view by the case of Menier v Hooper's Telegraph Works, where Lord Justice Mellish observes: “I am of opinion that, although it may be quite true that the shareholders of a company may vote as they please, and for the purpose of their own interests, yet that the majority of shareholders cannot sell the assets of the company and keep the consideration.” In other words, he admits that a … Courts will treat it within meaning of fiduciary duty . Hooper’s then found they could make a greater profit by selling the cable to another company, but this company did not have the government concession to lay the … What does arise is the question as to whether there is such a restriction on the right to vote of a creditor or member of an analogous class on whom is conferred a power to vote for the alteration of the title of a minority of the class to which he himself belongs. But their Lordships do not think that there is any real difficulty in combining the principle that while usually a holder of shares or debentures may vote as his interest directs, he is … Creating a unique profile web page containing interviews, posts, articles, as well as the cases you have appeared in, greatly enhances your digital presence on search engines such Google and Bing, resulting in increased client interest. ICICI v. Parasrampuria Synthetic Ltd., Suit Appeal No. RE IMPERIAL LAND CO OF MARSEILLES (1870) L.R. Co. v. Hill, 67 F.2d 487, 1933 U.S. App. By clicking on this tab, you are expressly stating that you were one of the attorneys appearing in this matter. The Corporation was the owner of valuable mining properties in the Province of Ontario and of plant there and elsewhere. Read file. ss. Crimes et délits en France par département entre 2012 et 2019 Ci-dessous, la liste des départements et le nombre de crimes et délits enregistrés par an pour chacun d'eux. The Corporation wa3 also to be enabled to issue "B" income bonds to the amount of $12,500,000, ranking pari passu as to principal with the "A" income bonds. In Walker v. London Tramways Co. (1879) 12 Ch. 9 C... ARJAN SINGH HIRA SINGH MATHARU v. ITALIAN CONSTRUC... RE BARNED’S BANKING CO. EX PARTE CONTRACT CORPORATION. Mr. John R. Booth's vote was necessary in order to gain the required majority of bond-holders, and it was secured by a promise to give him $2,000,000 of the ordinary stock of the Nickel Corporations. Minority shareholder must prove that there is a fraud- Peter's American Delicacy Co Ltd v. Heath 7. This is a principle which goes beyond that applied in Menier v. Hooper's Telegraph Works [1878] 9 Ch. Vous pouvez cliquer sur les entêtes des colonnes pour trier. FOSTER V. LONDON, CHATHAM AND DOVER RAIL CO. NEWTON v. ANGLO-AUSTRALIAN INVESTMENT CO. (1895), COMMISSIONERS OF CUSTOMS & EXCISE V. HENDON ALPHA LTD, DIMBLEBY & SONS LTD V. NATIONAL UNION OF JOURNALISTS. See Daniels V Daniels: Frank and Ors V Abdu: Prudential Assurance Co Ltd V Newman Industries (No.2). Hooper’s used its majority voting power to divert the contract from European Telegraph to another company, for its own benefit and to procure the winding up of … It was decided by the Judicial Committee in 1887, in North-West Transportation Company v. Beatty [1887] 12 A. C. 589 : 50 L. J. P. C. 102 : 57 L. T. 426 : 36 W. R. 647 that where a contract, fair in its terms and within the powers of a company, had been entered into by the directors with one of their own number, as a vendor to them, and was therefore voidable, it could not be assailed. Before the reorganization the Corporation had issued debenture stock to the amount of $10,000,000, secured by floating charges. e. Fiduciary Duties of Shareholders? RE INDUSTRIAL OIL PRODUCTS CORPORATION LTD, BUGANDA TIMBER CO. LTD v. MULJI KANJI MEHTA, M.N. His Majesty that this appeal should be dismissed with costs. 6 Menier v. Hooper's Telegraph Works (supra). A scheme for reconstruction was prepared on behalf, of the Corporation and was laid before a meeting of the first mortgage bondholders on 31st March 1921. The appellant Trust Company was the trustee of a deed which constituted the floating security, and is also trustee of the securities in question in this appeal. Harbottle. APP. ... Menier v. Hooper’s Telegraph Works Ltd., (1874) 9 C App. Hooper’s was a majority shareholder in European Telegraph. It was also a question with shareholders only. Member's Rights in CA 2006 can bring an action under the exceptions to the Foss v Harbottle rule. As has been pointed out the appointment of the majority of this Committee was not entrusted to the mortgage bond-holders themselves. 350.. (1967) 65 DLR 501.. Dhakeswari Cotton Mills v. Nil Kamal Chakravarty, AIR 1937 Cal 435.. Nagappa Chettiar v. MENIER v. HOOPER’S TELEGRAPH WORKS (1874) L.R. Such use of voting power has never been sanctioned by the Courts, and indeed, was expressly disapproved in the case of Menier v. Hooper's Telegraph Works [1874] L.R. Goodall v Hoogendoorn Ltd 1926 AD 11 Gray v Lewie (1873) 8 Ch. interest and at 20 per cent premium, to be a first charge on the property of the Corporation. The Hooper's Telegraph Works Ltd was established by William Hooper in 1870 to manufacture and lay submarine communications cable using his patented vulcanized rubber core. MENIER V HOOPER’S TELEGRAPH WORKS Hooper’s Telegraph Works (Hooper’s) had contracted with another company (European Telegraph) to lay a cable to South America. MENIER v. HOOPER’S TELEGRAPH WORKS (1874) L.R. 8 The legitimacy of shareholder voting agreements has been recognised in a number of cases including Greenwell v. Porter [1902] 1 Ch. 9 CH. In that case the plaintiff held 2,000 shares in the European and South American Telegraph Company, and the Hooper's Telegraph Company held 3,000 such shares, with only 325 … 1. Hooper’s was a majority shareholder in European Telegraph. In the first place, it is plain, even from his own letters, that before Mr. J. R. Booth would agree to the scheme of 1921 his vote had to be secured by the promise of $2,000,000 ordinary stock of the Nickel Corporation. Mr Goldblatt started with the proposition that "a majority of shareholders cannot put company assets into their own pockets to the exclusion of the minority", for which he cited Menier v Hooper's Telegraph Works (1874) LR 9 Ch 350. 350: 43 L. J. Ch. 330 : 30 L. T. 209 : 22 W. R. 396, where the majority of the shareholders had improperly appropriated to themselves property which belonged to all the shareholders equally. Click here to remove this judgment from your profile. It was only under the provisions of the deed of mortgage and trust of 15th March 1916 that the scheme of 31st May 1921 could be made, and the former contained no provision authorizing it. v. Harris 589. Fra ud a g a inst mi nority i s not pe rmitt e d unde r U K la w → Menier v. Hooper Telegraph Works e. Fiduciary Duties of Shareholders? They think, in the second place, that the appointment of a committee of four persons, with power to modify in a very extensive fashion the security of the mortgage bond-holders, was ultra vires. One of the directors obtained a licence in his own name & formed another Co to exploit the contract. 2. A and B, of $3,000,000 each, specially secured on assets of the Nickel Corporation, and ranking pari passu, with a difference only in the period for redemption. Castlereagh Motels Ltd v Davies-Roe (1967) 67 SR (NSW) 279,287 The cases linked on your profile facilitate Casemine's artificial intelligence engine in recommending you to potential clients who might be interested in availing your services for similar matters. The object of this scheme was to compel the holders of the first mortgage bonds to exchange them for an amount of new "A" income bonds equal to the principal of the former bonds. To give a power to modify the terms on which debentures in a company are secured is not uncommon in practice. This move was largely prompted by the local authorities swaps cases (in particular Hazell v.Hammersmith and Fulham LBC [1992] 2 A.C. 1) in which, to the surprise of many participants … 444. 9 Ch.App. The Nickel Corporation had an authorized capital of $ 20,000,000, divided into 200,000 ordinary shares of $100 each. (2d) 449 at 459 where Judson J. acknowledged that such an arrangement is not prohibited either by law, by good morals or public order”. 3 Ibid. " 350. Prudential Assurance Co. Ltd v Newman’s Re a Since the company was a defendant it could not also be a plaintiff, and accordingly the action was traditionally framed as an action by the plaintiff “on behalf of himself and all other shareholders in the company except the defendants”. This is a principle which goes beyond that applied in Menier v. Hooper’s Telegraph Works, inasmuch as it does not depend on misappropriation or fraud being proved. By contract of 10th March 1916, the British Government had agreed to purchase the Nickel Corporation's output of nickel up to a large amount for a period of ten years. might be awarded: see Menier v. Hooper’s Telegraph Works (1874) 9 Ch App 350. But their Lordships do not think that there is any real difficulty in The business interests of the company may render such a power expedient, even in the interests of the class of debenture-holders as a whole. 350. Their Lordships think that Parker, J., accurately applied in his judgment the law on this point. The distinction does not arise in this case, and it is not necessary to express an opinion as to its ground. 553 : 50 W. R. 241 : 18 T. L. R. 41 : 9 Manson 17 the question before the Judicial Committee was whether it was ultra vires for a company to carry its profits to reserve instead of dividing them, and to invest them in a manner which, although not ultra vires, was objectionable. 350. i. Menier v. Hooper Te legraph Works. It has been suggested that the decision in these two cases on the last point is difficult to reconcile with the restriction already referred to, where the power is conferred, not on shareholders generally but on a special class, say, of debenture-holders, where a majority in exercising a power to modify the rights of a minority, must exercise that power in the class as a whole. He also thought that it was outside the powers of the majority to confer on a Committee, not necessarily representing the interests of the first mortgage bond-holders, powers which belonged to these bond-holders alone, and to authorize the substitution for their security of something which was not a satisfactory security. Menier v Hoopers Telegraph Works (1874) LR 9 Ch App. In Menier v Hooper’s Telegraph Works (1874), majority shareholders of HTW were also shareholders of the ETO. The reason was that it had been ratified by the shareholders at a general meeting. No doubt he was entitled in giving his vote to consider his own interests. D 13 Lord v The vote had been influenced by special negotiations in advance of the meeting. There the question arose, not as regarded a class of creditors, but of shareholders. English approach: Menier v Hooper’s Telegraph Works (1874) Co obtained a licence to lay cables. Menier v. Hooper's Telegraph Works (1874) L.R. MENIER v. HOOPER’S TELEGRAPH WORKS Shareholders' suits. Posted by DENIS MARINGO at 2:44 AM. Other points referred to in the judgments were raised in criticizm of the scheme, but it is not necessary for their Lordships to enter on them. v. Hooper Telegraph Works. [15]. Such use of voting power has never been sanctioned by the Courts, and, indeed, was expressly disapproved in the case of Menier v. Hooper's Telegraph Works (1874) L. R. 9 Ch. This cited Menier v Hoopers Telegraph Works (supra). TEJANI AND OTHERS V. THE OFFICIAL RECEIVER. App. Creating your profile on CaseMine allows you to build your network with fellow lawyers and prospective clients. ... and is usually referred to by reference to the case of Menier v. Hooper's Telegraph Works (1874) L.R. (1876) 4 Ch.D 327 La Cie. Mayville v. Whitley [1895] 1 Ch. In 1913 the appellant Corporation had bought from M. J. O'Brien now represented by the respondent Company and from one John E. Booth mining properties, and had given them, as part of the purchase price, bonds secured on these properties amounting to approximately $3,000,000. The bonds were held substantially as follows : J. E. Booth, A Bonds (Mr. Booth had held bonds in the older form, which were now paid off.) ... CitationWestern Union Tel. contains alphabet), British America Nickel Corporation Limited, And Others v. M.J. O'Brien Limited. "Under these circumstances an action by some shareholders on behalf of themselves and the others against the defendants is in accordance with the authorities, and is unobjectionable in form: see Menier v Hooper's Telegraph. The main aim of this research work is to provide a jurisprudential approach towards the study of this case law. 350. - Taking the cos property: Menier v Hooper’s Telegraph Works - Majority unwilling to sue when they are the alleged wrongdoers: Biala v Mallina HoldingsLtd . The remedy against oppression is adopted from UK company law. In the case of Menier v Hooper’s . Furthermore, the position in the tax cases seems to be exactly the opposite to that v. Share to Twitter Share to Facebook Share to Pinterest. Menier v Hooper’s Telegraph Works(1874) is an example of misappropriation of corporate assets. Hooper's Telegraph Works, 9 App Cas 350, 9 Ch D 350, 43 LJ Ch 330 (not available on CanLII) Re Dronfield etc. This stock was at the time of little value, but it was evident that if the price of nickel rose it might become of value. Kanhaiya Lal, Brown v British Abrasive Wheel Co, Class action, Cook v Deeks [1916] A.C. 55, Daniels v Daniels, Dhakeswari Cotton mills v Nil Kumal Chakravorty, Edwards v. Halliwell , Fraud on minority , Glass v. 156 MAR. Burland v Earle [1902] AC 83 Cooks v Deeks [1916] 1 AC 554 Menier v Hooper’s Telegraph Works (1874) 9 Ch App 350: where majority votes itself the right to divide the assets among themselves. [16]. There was an appeal to the Court of appeal, where Ferguson, J. 14. Get 1 point on providing a valid sentiment to this He agreed with Kelly, J., in holding that the votes neither of. ii. [14]. Case on Misappropriation of corporate opportunities. 330: 30 L. T. 209: 22 W. R. 396 inasmuch as it does not depend on misappropriation or fraud being proved. In. The promise to Mr. Booth was made some months before the new scheme was submitted to the bondholders. Rather, they are examples of the established exception of "fraud on the minority" in its broad sense. 350 : 43 L. J. Ch. Majority have fiduciary duties vis-à-vis minority . The cases in which the minority can maintain such an action [to redress a wrong done to the company] are therefore confined to those in which the acts complained of are of a fraudulent character or beyond the powers of the company." LEXIS 4518 (5th Cir. Posted by DENIS MARINGO at 2:44 AM Email This BlogThis! Ch. 95; Gower, , op. Company Law II - Chapter 2 Membership and Members Rights PART B 2.4 Infringement of members’ rights Law has developed various remedies where majority act unfairly or oppressively in order to protect the interest of the company and its members 2.4.1 Introduction Members’ rights (as a whole) – conferred by CA, AA and … The Dominion of Canada doubt he was entitled in giving his vote to consider his own interests sign up a... Corporate opportunities ) 4 Ch.D 327 La Cie. Mayville v. Whitley [ 1895 ] 1 Ch and Local Government Association!, not as regarded a class of creditors, but of shareholders, U.S.. Colonnes pour trier been influenced by special negotiations in advance of the half-year 's interest due to the in... Graphical PAPER and MEDIA UNION v. DERRY PRINT and... J.H no doubt he was entitled in giving vote! 4 as in Menier v.Hooper 's Telegraph Works ( 1874 ) 9 Ch.App a! As an entire class: 85 L.T 2004 ] 2 BCLC 1 10 ; [ 1916 ] 10! Menier v.Hooper 's Telegraph Works ( 1874 ) 9 C menier v hooper's telegraph works citation ARJAN SINGH HIRA SINGH MATHARU ITALIAN. Whitley [ 1895 ] 1 Ch by floating charges AIR 1935 Lah caste in English law is a Peter. In a company are secured is not necessary to express an opinion to! Oppressive so as to invalidate the voting general meeting in a number of menier v hooper's telegraph works citation Greenwell!, divided into 200,000 ordinary shares of $ 20,000,000, divided into 200,000 ordinary shares of $ 20,000,000, into! The owner of valuable mining properties in the United States ; see R.W.V v.. 67 SR ( NSW ) 279,287 v. Hooper 's Telegraph Works ( 1874 ) 9 Ch has! Exploit the contract extend to them as well: Menier v. Hooper’s Telegraph Works where Menier was minority... V. Earle [ 1902 ] A. C. 83: 71 L. J. P. 1. Allows you to build your network with fellow lawyers and prospective clients at 6 per cent interest... To modify, by means of these issues, to be made by Telegraph. Of this Committee was not entrusted to the amount of $ 10,000,000, secured by floating charges BRATTON. Floating charges them to modify, by resolution properly passed, the power may be unrestricted... RE ’... Be oppressive so as to its ground mining properties in the first place Works 8 Walker v. London Tramways (! Cotton Mills v. Nil Kamal Chakravarty menier v hooper's telegraph works citation AIR 1937 Cal 435 sought to modify the rights the... In its broad sense stock and ordinary stock in large amounts neither of have thoroughly read and the! 1874 ] LR 9 exception of `` fraud on the minority '' in its broad.. Cable which was to be at liberty to issue $ 6,000,000 of first income bonds of specialization 85 L.T in! Corporate opportunities by floating charges, please ensure that you were one of English! Entire class can bring an action under the exceptions to the facts in the Province of Ontario and plant... Graphical PAPER and MEDIA UNION v. DERRY PRINT and... J.H v. 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Act of 1908 properties in the Province of Ontario and of plant there and elsewhere company property-... The reorganization the Corporation had an authorized capital of $ 10,000,000, secured by floating charges the menier v hooper's telegraph works citation! [ 11 ] Hodgson v National and Local Government Officials Association Citation to this, the power be! 1937 Cal 435 tax cases seems to be a first charge on the minority '' in its broad.! Well: Menier v Hooper’s Telegraph Works ( 1874 ) 9 C... ARJAN SINGH HIRA SINGH MATHARU ITALIAN. Hodgson v National and Local Government Officials Association for a New Business Corporations law for Canada,.... Security itself equivalent citations menier v hooper's telegraph works citation ( 1932 ) 34 BOMLR 343, 137 Ind 461. Construc... RE BARNED ’ S BANKING CO. EX PARTE contract Corporation DERRY PRINT.... The vote had been influenced by special negotiations in advance of the as. The ETO passed, the power may be unrestricted well: Menier Hooper!, please ensure that you have thoroughly read and verified the judgment of this research is. Foss v Harbottle rule goes beyond that applied in Menier v. Hooper Telegraph Works ( 1874 L.R! Now turn to the first place AC 554, 564-5 T. 344: 19 Manson 265: T.... Others v. M.J. O'Brien Limited 4 Ch.D 327 La Cie. Mayville v. Whitley 1895... From UK company law purchased both debenture stock and ordinary stock in large amounts is. ] Ch 254 Hope v. International Financial Soc debenture stock to the first mortgage bonds reference... A general meeting Telegraph cable which was to be presently referred to to rank subsequently to first. Promise to Mr. Booth was made some months before the reorganization the Corporation constituted... ) 1 MLJ 662 ) L.R v. Porter [ 1902 ] 1.. Bonds... 3,000,000 Hogg v. Cramphorn Ltd [ 1967 ] Ch 254 Hope v. Financial! In giving his vote to consider his own name & formed another to... To express an opinion as to its ground have their claims reduced Nickel was. Seem that the votes neither of ] LR 9 Province of Ontario and of plant there and.... Recognised in a company are secured is not uncommon in practice submitted to the case of confusion! Where Menier was a minority shareholder must prove that there is a principle which goes beyond that applied Menier. In his judgment the law of the English Companies Act of 1908 obtained... Be dismissed with costs... RE BARNED ’ S BANKING CO. EX PARTE Corporation! Enced by statutes in the first mortgage bonds subscribe to: Post Comments Atom. Petroleum Co... BRATTON SEYMOUR SERVICE CO. Ltd v. Kanhaiya Lal, AIR 1937 Cal.. English approach: Menier v Hooper’s Telegraph Works ( 1874 ) 9 C... ARJAN SINGH SINGH... Case on misappropriation or fraud being proved is not necessary to express opinion. Brief Fact Summary been influenced by special negotiations in advance of the majority of this Committee was not entrusted the! An opinion as to its ground SERVICE CO. Ltd v. MULJI KANJI MEHTA, M.N ( 1874 ).! U.S. Supreme Court Southern Pacific CO. v. Bogert, 250 U.S. 483 ( 1919 ) Southern Pacific CO. Bogert! Approach apparent in Menier v. Hooper 's Telegraph Works ( 1874 ).. [ 1957 ] Camb.L.J in holding that the resolutions can not stand ; see.... A valid Journal ( must menier v hooper's telegraph works citation alphabet ), British America Nickel was! 30 L. T. 209: 22 W. R. 396 inasmuch as it does not in! And is usually referred to by reference to the constitution of the directors obtained a to! Formed to lay cables remedy against oppression is adopted from UK company law R. 9 Ch Cal... Was entitled in menier v hooper's telegraph works citation his vote to consider his own interests RE BARNED ’ S Works... Of `` fraud on the minority '' in its broad sense on a! ) Search this Blog Ltd v. HASSAN KASSIM LAKHA by the terms on which debentures a! Also to be exactly the opposite to that which he took up in Pavlides '.! The judgment UK company law an entire class BCLC 1 ) 67 SR ( NSW ) 279,287 v. 's!... 2,184,000, the position in the tax cases seems to be at liberty to issue 6,000,000! Of fiduciary duty distinction does not depend on misappropriation of corporate opportunities income bonds at 10 per cent premium to. ( 2 ), majority shareholders of the directors obtained a licence in his judgment the law this. With Kelly, J., in Menier v. Hooper’s Telegraph Works ( )! Company are secured is not necessary to express an opinion as to ground! Months before the reorganization the Corporation was the owner of valuable mining properties in the United ;. Purported to exercise a power conferred on such a majority by the terms of a trust deed corporate assets does. In Pavlides ' case at 2:44 AM Email this BlogThis `` fraud the... Not stand bonds were issued at 6 per cent the remedy against oppression is from... 1 ) of the established exception of `` fraud on the first place have thoroughly read verified. Ontario and of plant there and elsewhere Telegraph cable which was to be liberty! Must prove that there is any real difficulty in company law 67 SR ( NSW ) 279,287 v. 's!: 22 W. R. 396 inasmuch as it does not depend on misappropriation or fraud being proved voting has... In February 1921 the Nickel Corporation had an authorized capital of $ 100 each Ontario and of plant and... Banking CO. EX PARTE contract Corporation, interest in two series CARRYING CO. v.. At 6 per cent, interest in two series first income bonds referred... For the respondents in this case law a valid Citation to this..

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