Colin Gwyer& Associates Ltd v London Wharf [2003] BCC 885

• Company had three directors. One director, who lived in Jersey, refused to recognise the valid appointment of another director.

• Meeting was planned in London for particular date, even though Jersey director had made it known he would not be able to attend on that day. Meeting took place on that day, but Jersey director was only sent formal notice for meeting in the morning of that day.

• In cross-examination, Jersey director admitted he would not have attended any meeting at which the director whose appointment he did not recognise was present.

Held

• Where meeting is held of which some directors have no notice or insufficient notice, any resolutions passed at meeting are invalid.

• Where a director is deliberately excluded from a meeting, business carried out at meeting is invalid.

  • i.e. where one director deliberately refuses entry to another director.

• However fact that it is merely inconvenient for a director to attend meeting at particular time does not mean business carried out at meeting is invalid

Facts

• Meeting was validly convened.

• Jersey director cannot complain that he only got notice on morning of day of meeting:

  • Had known about meeting for months

  • Was not entitled to notice under articles

  • Would not have attended anyway given the disputed director’s presence

• Had the company deliberately excluded disputed director from meeting in order to make Jersey director attend, would have invalidated business of that meeting.