Summary

An application seeking an injunction that the respondents be restrained from chairing a meeting convened to consider a resolution for their removal from the board was dismissed, since it was not shown that it was impracticable to hold the meeting without the order sought.

Facts

Application by the claimant ('MSA') under s.371(1) Companies Act 1985 seeking an injunction that the second to sixth defendants ('the respondents') be restrained until trial from chairing a meeting convened to consider MSA's resolution for the removal of the respondents as directors of the first defendant ('the company'). MSA argued that the company's articles of association meant that it was impossible or impracticable to hold such a meeting without the order sought, since the articles provided, inter alia, that where there was no chairman, which there was not, the directors present were to select one of their number to act as chairman of the meeting. Accordingly, MSA argued that the selection of one of the respondents as chairman of the meeting that was convened in order to seek the removal of that chairman, among others, from the board of directors meant that there existed a conflict of duty and interest.

Held

(1) The argument advanced by MSA on its application suggested that the member who became the chairman of the meeting would have to have been a person devoid of any conflict between duty and interest. Had that been intended there would surely have been a provision to that effect in the articles. Further, there was no authority dealing with such a point. There was no means contained in the articles of questioning the member selected and no list of potential neutrals who might have become chairman under such provisions. (2) The issue on MSA's application was simply whether the impracticability that was required by s.371(1) of the Act had been shown. It was impossible in the circumstances to find that impracticability in the instant case and accordingly there was no jurisdiction to grant the application.

Application dismissed.