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AG Belize v Belize Telecom

[2009] UKPC 10

Case summary last updated at 20/01/2020 21:32 by the Oxbridge Notes in-house law team.

Judgement for the case AG Belize v Belize Telecom

Articles provided that certain special shares gave their holders a right to appoint two directors of the company. C purchased some of these voting shares, but fell into financial trouble and later sold them. Issue was whether directors appointed by C were required to vacate office one C sold his shares. Held:
 
·        Courts will imply terms into articles where this merely makes express what they would have reasonably been taken to mean against relevant background.
·        Court only has power to ascertain the meaning of the articles as a whole.
Ø  And NOT individual terms.
·        Thus courts can imply terms in fact based upon meaning of articles as a whole.
·        Therefore “relevant background” includes:
i)         Scheme of Articles themselves
ii)       To a very limited extent, background facts that third parties involved with the company would reasonably have known
·        On facts, anyone reading document as a whole would have reasonably understood that directors were required to vacate office.
Ø  Therefore terms could be implied to this effect.

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