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Cane v Jones

[1980] 1 WLR 1451

Case summary last updated at 21/01/2020 21:23 by the Oxbridge Notes in-house law team.

Judgement for the case Cane v Jones

Case concerned family company; according to articles of company, chairman had a casting vote at directors’ and shareholders’ meetings. C claimed that in 1967, unanimous agreement between shareholders was made to effect that chairman should no longer have a casting vote. Held:
 
·       Unanimous informal agreement was valid to alter company’s articles.
Ø  Thus had same effect as special resolution.
·       Therefore chairman no longer had casting vote.
·       Is true that it is normally case that special resolution required to alter articles
Ø  However no reason why informal consent should not achieve same thing where it is unanimous amongst shareholders
·       NB as alteration was never sent to Companies House, third parties still entitled to rely on old articles.

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