Marmor Ltd v. Alexander [1907] ScotLR 100 (07 November 1907)

Marmor Ltd v. Alexander [1907] ScotLR 100 (07 November 1907)

Travelling expenses paid to a director for attending board meetings are not authorised by the articles of association and are not covered by the indemnity clause; such payments are illegal and must be refunded to the company.

Citation
[1907] ScotLR 100
Parties
Pursuer: Marmor Limited; Defender: W. H. Alexander
Jurisdiction
Scotland
Judgment Date
07 November 1907
Procedural Posture
Civil / Appeal (reclaiming Motion) From Lord Ordinary to Inner House, First Division
Outcome
Appeal dismissed; payment found to be illegal; director bound to refund sum to company.
Legal Topics
Directors' Remuneration, Travelling Expenses, Illegal Payments, Articles of Association, Indemnity to Officers
Company Law Directors' Remuneration Travelling Expenses Illegal Payments Articles of Association Indemnity to Officers

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 3 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Parties

Marmor Limited

Pursuer

W. H. Alexander

Defender

Procedural Posture

Civil / Appeal (reclaiming Motion) From Lord Ordinary to Inner House, First Division

Legal Issues

  1. 1 Whether payment of travelling expenses to a director for attending board meetings is legal under the company's articles of association
  2. 2 Whether such payment is covered by the indemnity clause in the articles
  3. 3 Whether the director is bound to refund the sum paid as travelling expenses

Ratio Decidendi

Travelling expenses paid to a director for attending board meetings are not authorised by the articles of association and are not covered by the indemnity clause; such payments are illegal and must be refunded to the company.

Court Disposition

Appeal dismissed; payment found to be illegal; director bound to refund sum to company.

Orders

  • Lord Ordinary's interlocutor recalled in so far as it decerned for payment; found that defender is bound to make payment of £279, 6s. to pursuers; quoad ultra adhered.