Byng v London Life Association [1990] Ch 170 (CA)

• Extraordinary general meeting was called to approve a merger. Deal was contentious, therefore meeting was expected to be well attended. Company arranged for meeting to be held at Barbican, with overflow room.

• On day of meeting, 800 people attended – so many that registration process failed and many people were stuck outside. First meeting had used audio-visual links which also failed to work.

• Chairman of meeting opened meeting, then shortly afterwards adjourned it to recommence at different venue later that afternoon due to all the problems. At second venue, many people who had attended first venue were unable to turn up.

• Merger was approved at second meeting; resolution was challenged. Held:

Common Law Power of Adjournment

• Chairman has power at common law to adjourn meeting where it becomes impractical to continue it

• Company’s articles stated that meeting could only be adjourned with consent of the meeting

  • However this does not mean that common law power was ousted

  • For common law power to be ousted, would have to be specifically excluded by articles

• However common law power of adjournment must be used

  1. Reasonably

  2. Bona fide for purpose of facilitating the meeting

• And NOT to disrupt voting on a resolution which chairman does not support

Technology

• No need for all those present at meeting to be in same room

• Thus audio-visual links for those not inside main venue are permitted 

Facts

• First meeting had been adjourned unreasonably

  • Company should held second meeting at a later date

  • Decision to adjourn it to different venue on same day meant number of members were excluded

• Thus resolutions passed at second meeting were invalid.