The articles of the Waterworks Co. provided that ‘the directors may, with the sanction of the company at general meeting, declare a dividend to be paid to the members’. Wood v Odessa Waterworks Co (1889) 42 Ch D 636 Stirling J: "The articles of association constitute a contract not merely between the shareholders and the company, but between each individual shareholder and every other" (In Salmon v Axtens it was thought this should not be followed in most cases) 13 The articles of the company provided that the directors can declare a dividend to be … Wood v Odessa Waterworks Co [1989] 42 Ch D 636. 636, which was approved in Salmon's case. Setting a reading intention helps you organise your reading. School Education Employees Foundation Degree College for Girls Kotla; Course Title ECON SA; Type. If paid, it must be in cash unless the articles provide otherwise (Wood v Odessa Waterworks Co (1889) 42 ChD 636). Type Document Page start 251 Page end 251 Is part of Book Title Sealy and Worthington's cases and materials in company law Author(s) L. S. Sealy, Sarah Worthington, L. S. Sealy Date 2013 Publisher Oxford University Press Pub place Contractual effect of the constitution under s 21 CA 2006 Wood v Odessa Waterworks Co (1889) The members were entitled to enforce the articles against the company. Here the Plaintiff who was a member of the company petitioned the court to stay the implementation of a resolution not to pay dividends but issue debentures instead. When distributing the profits of the company, it is important for the directors to respect the ‘maintenance of capital’ doctrine. Continue Reading. Articles are statutory agreement between members and company. Member given injunction to enforce constitutional right. The company declared a dividend and passed a resolution to pay it by giving their shareholders debenture bonds bearing interest. No comments: Post a Comment. Dignam, Alan and John Lowry, Foundation and constitutional issues in company law: Section D- Company law constitutional issues II (University of London Press 2008) 25-26. Get step-by-step explanations, verified by experts. Cases & Articles Tagged Under: Wood v Odessa Waterworks Co (1889) 42 Ch D 636 | Page 1 of 1. Members can restrain a company from acting ultra vires with them. Share to Twitter Share to Facebook Share to Pinterest. Wood v odessa waterworks co case 47 1 17 articles of. Username. Wood v Odessa Waterworks (1889) 42 Ch D 636. Uploaded By khalilkmashi. Hickman v Kent or Romney Marsh. 94 Charlesworth, Company Law, 6th ed. This is illustrated by Wood v Odessa Waterworks Ltd 32 in which a member Wood, successfully sued for an injunction restraining the company from. In the absence of express authority, per or similar to article 34, the company must pay all dividends in cash (Wood v Odessa Waterworks Company (1889) 42 Ch D 636), or change the articles. 232. Newer Post Older Post Home. 7 e.g. Posted by DENIS MARINGO at 2:35 AM. Blog Archive 2017 (193) December (193) 2015 (56) January (56) 2013 (614) December (15) October (109) … Course Hero, Inc. ARTICLES OF ASSOCIATION Wood v. Odessa Waterworks Company [1880] 42 Ch. Mar. (b) The members are bound to the company, and the company is bound to the members, only in their capacity as members. Grant V. U.K. Swifchback Rys. Email This BlogThis! Disclaimer: This work was produced by one of our expert legal writers, as a learning aid to help you with your studies. 292 (use of irregular proxy); cf. The case of Wood v Odessa Waterworks Co. provides an illustration of binding of articles on the company to its members. Terms. This preview shows page 4 - 6 out of 6 pages. Course Hero is not sponsored or endorsed by any college or university. S transferred to his own company the business of making boots and shoes. 636; and Kraus v J. G 6 Supra, at p. 269. 19781 RATIFICATION OF THE DIRECTORS’ ACTS 163 It is submitted that … Introducing Textbook Solutions. In this case, the articles of Odessa Waterworks allowed the directors to declare a dividend with the approval of the general meeting. This is illustrated by Wood v Odessa Waterworks Ltd (32) in which a member (Wood) successfully sued for an injunction restraining the company from paying dividends in the form that was not provided for by the articles. In Wood v. Odessa Waterworks Co., (1889) 42 Ch D, 636 case, issues were whether the memorandum and articles could constitute a contract between not just the company and its shareholders but also among shareholders and whether a minority shareholder could prevent a company from acting in a particular way. 506. We also have a number of samples, each written to a specific grade, to illustrate the work delivered by our academic services. Which assets may be distributed? Ebrahimi v Westbourne Galleries Ltd [1973] AC 360. (c) The articles also constitute a statutory contract, which binds the, alia: “In my judgment, general articles dealing with the rights of, International Civil Aviation Organization. 33, 35. Wood v Odessa Waterworks Co. constitution. Wood v Odessa Waterworks Co (1889) 42 Ch D 636. Interest-in-possession trusts: A balancing act. the form that was not provided for by the articles. Login. WOOD v. ODESSA WATERWORKS (1889) Articles. Subscribe to: Post Comments (Atom) Search This Blog. 636. C19671 C.L.J. The articles provided that the company declare a dividend to be "paid in cash" Salomon v Salomon. In the absence of express authority, per or similar to article 34, the company must pay all dividends in cash (Wood v Odessa Waterworks Company (1889) 42 Ch D 636), or change the articles. 77. Your reading intentions are private to you and will not be shown to other users. Remember … 1. 5 See Wood v. Odessa Waterworks Co. (1889) 42 Ch.D. Wood v Odessa Waterworks. For a limited time, find answers and explanations to over 1.2 million textbook exercises for FREE! (1888) 40 Ch.D. Wood v. Odessa Waterworks Co. (1889) 42 Ch.D. 636 (payment of debentures in lieu of dividend); Breay v. Browne (1897) 41 S.J. Interest-in-possession trusts: A balancing act. 95 In some cases there may be an overlap which makes it difficult to apply this distinction; see a recent example: Wigram Settled Estates v. Lloyd Pty. Privacy Add to My Bookmarks Export citation. Cases & Articles Tagged Under: Wood v Odessa Waterworks Co (1889) 42 Ch D 636 | Page 1 of 1. p. 28: citing Wood v. Odessa Waterworks Co. (1889) 42 Ch.D. 8 Shaw v. Tati Concessions Ltd. [I9131 1 Ch. the company’s lawyer for life because he was, in the court’s view, Mrs Beattie from suing in alleged breach of the articles which, The court explained that Mrs Beattie was suing qua director and not, was, therefore, not bound by the arbitration clause, which required. Here's an example of what they look like: Your reading intentions are also stored in your profile for future reference. 366; cf. This preview shows page 16 - 25 out of 29 pages. Add to My Bookmarks Export citation. 159, per Wright J. at p. 160. Ltd., 1965 V.R. To set a reading intention, click through to any list item, and look for the panel on the left hand side: © 2012 King's College London | Strand | London WC2R 2LS | England | United Kingdom | Tel +44 (0)20 7836 5454, Sealy and Worthington's cases and materials in company law, L. S. Sealy, Sarah Worthington, L. S. Sealy. Search This Blog. In Wood v. Odessa Waterworks Co, (1889) 42 Ch D 636 case, issues were whether the memorandum and articles could constitute a contract between not just the company and its shareholders but also among shareholders and whether a minority shareholder could prevent a company from acting in a particular way.
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