Monnington v Easier Plc

Monnington v Easier Plc

The court held that neither condition for jurisdiction under section 371 was satisfied: it was not impracticable to call or conduct a meeting as prescribed by the Act or articles. The applicant's difficulty arose from the company's constitution and statutory requirements, not from any impracticability. The court cannot use section 371 to disapply special notice requirements or alter the articles. Even if jurisdiction existed, the court would decline to exercise its discretion in favour of the applicant, a mere 0.5% shareholder seeking exclusive board control.

Parties
Claimant: Stephen Anthony Monnington; Defendant: Easier Plc
Jurisdiction
England and Wales
Judgment Date
21 November 2005
Procedural Posture
Civil (companies Court) / Judgment on Application Under Section 371 of the Companies Act 1985
Outcome
Claim dismissed
Legal Topics
Court Ordered Meetings, Removal of Directors, Shareholder Rights, Company Articles, Special Notice Requirements
Company Law Court Ordered Meetings Removal of Directors Shareholder Rights Company Articles Special Notice Requirements

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Parties

Stephen Anthony Monnington

Claimant

Easier Plc

Defendant

Procedural Posture

Civil (companies Court) / Judgment on Application Under Section 371 of the Companies Act 1985

Legal Issues

  1. 1 Whether it is impracticable to call or conduct a company meeting as prescribed by the Companies Act 1985 or the articles, justifying a court order under section 371
  2. 2 Whether the court can disapply special notice requirements for removal of directors under section 303(2) and article 88

Ratio Decidendi

The court held that neither condition for jurisdiction under section 371 was satisfied: it was not impracticable to call or conduct a meeting as prescribed by the Act or articles. The applicant's difficulty arose from the company's constitution and statutory requirements, not from any impracticability. The court cannot use section 371 to disapply special notice requirements or alter the articles. Even if jurisdiction existed, the court would decline to exercise its discretion in favour of the applicant, a mere 0.5% shareholder seeking exclusive board control.

Court Disposition

Claim dismissed