436. Jackson v Dear & another [2012] EWHC 2060 (Ch)

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Interpretation – directors agreeing in a separate agreement to exercise general power in articles in certain way – general power in articles prevailing

The facts

 Three directors/shareholders of a group of investment companies agreed, after a fall out, to the continuous annual appointment to the board of one company in the group, of one specific director.  This obligation on the other directors was subject to the non-happening of one of five specified termination events.

 The articles of the company involved contained a general power to remove any director by majority vote of directors.  The two directors who formed the majority purported to exercise their power under the articles to remove the lone director.


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Charter Party Casebook