Cane v Jones [1980] 1 WLR 1451

• Case concerned family company; according to articles of company, chairman had a casting vote at directors’ and shareholders’ meetings.

• Claimant 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.

  • 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

  • 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.