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Towcester Racecourse v Racecourse Association

[2003] 1 B.C.L.C. 260

Case summary last updated at 20/01/2020 20:27 by the Oxbridge Notes in-house law team.

Judgement for the case Towcester Racecourse v Racecourse Association

C argued that it was implied term of articles of association that any inquiry into a member would be proper, efficacious and open to its members; and that therefore directors could be directly liable to shareholders for breach of this duty. Held:
 
·        Directors do not have direct contractual relationship with members of company.
·        Directors act on behalf of company
Ø  And not on behalf of shareholders
Ø  Thus the only duties they owe are to company
·        Therefore directors cannot owe implied contractual duties to shareholders.

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