Articles of company stated that management of company resided with directors. In addition, shareholders had shareholders’ agreement stating that litigation could only be brought on behalf of company with consent of directors. Majority shareholder (D) launched action on behalf of company, other shareholder (C) sought to have action restrained. Held:
· Principle in Quin&Axtensapplies
Ø i.e. if decision is one for board to properly make, is not for shareholders to take it themselves
· This conclusion is backed up by shareholders’ agreement
Ø i.e. agreement indicates shareholders thought decision was properly one for the board to make
· Thus as power to litigate was vested in board alone (and not the shareholders), was not one with which general meeting could intervene.
· Thus litigation restrained.
