Towcester Racecourse v Racecourse Association [2003] 1 B.C.L.C. 260
Judgement for the case Towcester Racecourse v Racecourse Association
Table Of Contents
Claimant 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, and not on behalf of shareholders, thus the only duties they owe are to company
Therefore directors cannot owe implied contractual duties to shareholders.
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