Monnington v Easier Plc [2005] EWHC 2578 (Ch) (21 November 2005)

Monnington v Easier Plc [2005] EWHC 2578 (Ch) (21 November 2005)

The court held that it was not impracticable to call or conduct a meeting in accordance with the articles and the Act. The perceived difficulty arose from the company's constitutional provisions, not from any practical impossibility. The court had no jurisdiction under s.371 to grant the relief sought, and even if it did, it would not exercise its discretion to do so, as the application was in substance an attempt to alter the company's constitution outside the proper procedure.

Citation
[2005] EWHC 2578 (Ch)
Parties
Claimant: Stephen Anthony Monnington; Defendant: Easier Plc
Jurisdiction
England and Wales
Judgment Date
21 November 2005
Procedural Posture
Part 8 Claim (companies Court) / Judgment After Contested Application
Outcome
Claim dismissed
Legal Topics
Court Ordered Meetings, Removal of Directors, Shareholder Rights, Interpretation of Companies Act 1985 S.371, Articles of Association
Company Law Court Ordered Meetings Removal of Directors Shareholder Rights Interpretation of Companies Act 1985 S.371 Articles of Association

Case Brief

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Parties

Stephen Anthony Monnington

Claimant

Easier Plc

Defendant

Procedural Posture

Part 8 Claim (companies Court) / Judgment After Contested Application

Legal Issues

  1. 1 Whether it is 'impracticable' to call or conduct a company meeting under s.371 Companies Act 1985 in the circumstances alleged
  2. 2 Whether the court has jurisdiction to disapply statutory and article notice requirements for director removal at a single meeting
  3. 3 Whether the court should exercise discretion to grant the relief sought

Ratio Decidendi

The court held that it was not impracticable to call or conduct a meeting in accordance with the articles and the Act. The perceived difficulty arose from the company's constitutional provisions, not from any practical impossibility. The court had no jurisdiction under s.371 to grant the relief sought, and even if it did, it would not exercise its discretion to do so, as the application was in substance an attempt to alter the company's constitution outside the proper procedure.

Court Disposition

Claim dismissed