Rolfe & Anor v Bernard Samuel Rolfe Tulsesense Ltd

Rolfe & Anor v Bernard Samuel Rolfe Tulsesense Ltd

Wayne Rolfe was appointed as a director by the sole remaining director, Rita, under article 95 of Table A, not by shareholder assent under article 94. As he was not re-elected at the next annual general meeting on 18 December 2008, he ceased to be a director and the company now has no directors.

Parties
Claimant: David Rolfe; Claimant: Jacqueline Rolfe; Defendant: Bernard Samuel Rolfe; Defendant: Tulsesense Limited
Jurisdiction
England and Wales
Judgment Date
15 February 2010
Procedural Posture
Company Law Petition / Judgment After Trial
Outcome
Declaration granted in favour of claimants
Legal Topics
Director Appointment and Removal, Interpretation of Articles of Association, Duomatic Principle, Shareholder Assent
Company Law Director Appointment and Removal Interpretation of Articles of Association Duomatic Principle Shareholder Assent

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Parties

David Rolfe

Claimant

Jacqueline Rolfe

Claimant

Bernard Samuel Rolfe

Defendant

Tulsesense Limited

Defendant

Procedural Posture

Company Law Petition / Judgment After Trial

Legal Issues

  1. 1 Whether Wayne Rolfe ceased to be a director of Tulsesense Limited on 18 December 2008
  2. 2 Whether Wayne Rolfe was appointed as director by the board or by shareholders under the Duomatic principle
  3. 3 Whether article 95 of Table A was modified or disapplied

Ratio Decidendi

Wayne Rolfe was appointed as a director by the sole remaining director, Rita, under article 95 of Table A, not by shareholder assent under article 94. As he was not re-elected at the next annual general meeting on 18 December 2008, he ceased to be a director and the company now has no directors.

Court Disposition

Declaration granted in favour of claimants

Orders

  • Declaration that Wayne Rolfe ceased to be a director of Tulsesense Limited on 18 December 2008