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Re Torvale Group [1999] All ER (D) 944

By Oxbridge Law TeamUpdated 04/01/2024 07:05

Judgement for the case Re Torvale Group

Table Of Contents

  • Company took a loan from group called ‘3i’, whilst also issuing preferred ordinary shares to group.

  • Later on, company issued debentures; however as company articles, issue of debentures required consent of ordinary preferred shareholders.

  • When company went insolvent, was suggested that as 3i had not consented via written resolution to issue of debentures, issue was invalid.


  • Duomatic principle is not limited to situations in which the consent of all the shareholders in a company is given.

  • Rather can apply equally where consent of a particular group of shareholders is given.

  • Here, 3i had given informal consent to issue of debentures

    • Thus as it was sole holder of preferred ordinary shares, issue of debentures was valid

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