459. Sugarman & Others v CJS Investments LLP & Others [2014] EWCA Civ 1239

Interpretation – provision in Articles of Association providing for one vote per member irrespective of number of shares held, held not to be absurd

 The Facts

Article 13 of the Articles of Association of a residential management company provided as follows: “(a) Subject as hereinafter provided, every member present in person or by proxy shall have one vote … (b) Regulation 54 … in table A shall not apply to the company”.

Regulation 54 provided one vote per member on a show of hands and one vote per share on a poll.

In this matter one member held 66% of the shares and would therefore be able to control the company on the default position set out in Regulation 54.

Findings

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