Alvona Developments Ltd. v The Manhattan Loft Corporation (AC) Ltd. & Anor
The court declined to make an order under section 371 Companies Act 1985 at the summary judgment stage, holding that if an agreement exists for joint board representation, section 371 cannot be used to override such substantive shareholder rights or agreements.
- Parties
- Claimant: Alvona Developments Limited; First Defendant: The Manhattan Loft Corporation (AC) Limited; Second Defendant: Powis Assets Limited
- Jurisdiction
- England and Wales
- Judgment Date
- 19 July 2005
- Procedural Posture
- Company Law Application / Summary Judgment Application Under Part 24
- Outcome
- Application dismissed
- Legal Topics
- Section 371 Companies Act 1985, Shareholder Agreements, Board Deadlock, Quorum Provisions, Majority Shareholder Rights
Case Brief
Summary, issues, holding and outcome
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Parties
Alvona Developments Limited
Claimant
The Manhattan Loft Corporation (AC) Limited
First Defendant
Powis Assets Limited
Second Defendant
Procedural Posture
Company Law Application / Summary Judgment Application Under Part 24
Legal Issues
- 1 Whether the court should order a general meeting under section 371 Companies Act 1985 overriding alleged shareholder agreement on board composition
- 2 Whether section 371 can be used to break deadlock where substantive rights or agreements exist between shareholders
Ratio Decidendi
The court declined to make an order under section 371 Companies Act 1985 at the summary judgment stage, holding that if an agreement exists for joint board representation, section 371 cannot be used to override such substantive shareholder rights or agreements.
Court Disposition
Application dismissed
Full Case Text
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