Attorney General v Davy
Encyclopedia
Attorney General v Davy 26 ER 531 is a UK company law case, which establishes this small but essential point of law: the default rule is that a majority of a corporate body can determine what it does.
Equivalent rules in contemporary company law are s 168 CA 2006, which allows shareholders to remove directors through a simple majority, Foss v Harbottle
which presupposed that a majority of shareholders can always take action to litigate, and the rule in Automatic Self-Cleansing Filter Syndicate Co Ltd v Cunninghame, which raises the requirement to 75% of the shareholders if they are to give instructions to the board.
to elect a chaplain for the church of Kirton
, just outside Boston, Lincolnshire
. A clause stated that three of the twelve would choose a chaplain for the Sandford
church as well, another village within the Kirton parish, with the consent of the majority of Sandford residents. A late vacancy had been created. Two of the three chose a chaplain with the majority of residents' consent, but the third dissented. The question was whether the choice was valid.
Equivalent rules in contemporary company law are s 168 CA 2006, which allows shareholders to remove directors through a simple majority, Foss v Harbottle
Foss v Harbottle
Foss v Harbottle 67 ER 189 is a leading English precedent in corporate law. In any action in which a wrong is alleged to have been done to a company, the proper claimant is the company itself. This is known as "the rule in Foss v Harbottle", and the several important exceptions that have been...
which presupposed that a majority of shareholders can always take action to litigate, and the rule in Automatic Self-Cleansing Filter Syndicate Co Ltd v Cunninghame, which raises the requirement to 75% of the shareholders if they are to give instructions to the board.
Facts
King Edward VI had incorporated twelve people by name in a charterCharter
A charter is the grant of authority or rights, stating that the granter formally recognizes the prerogative of the recipient to exercise the rights specified...
to elect a chaplain for the church of Kirton
Kirton, Lincolnshire
Kirton, or Kirton in Holland is a village and civil parish within the Borough of Boston, in Lincolnshire, England.-Geography:Kirton is on the A16, B1397 and B1192 south of Boston, near Frampton and Sutterton. Several satellite villages and hamlets take their name from Kirton, including Kirton...
, just outside Boston, Lincolnshire
Boston, Lincolnshire
Boston is a town and small port in Lincolnshire, on the east coast of England. It is the largest town of the wider Borough of Boston local government district and had a total population of 55,750 at the 2001 census...
. A clause stated that three of the twelve would choose a chaplain for the Sandford
Sandford
-People:* Baron Sandford* Ben Sandford , skeleton racer from New Zealand* Sandford Fleming , Scottish-Canadian engineer and inventor of Standard Time* Christopher Sandford , Anglo-Irish private press owner...
church as well, another village within the Kirton parish, with the consent of the majority of Sandford residents. A late vacancy had been created. Two of the three chose a chaplain with the majority of residents' consent, but the third dissented. The question was whether the choice was valid.
Judgment
Lord Hardwicke LC held that the chaplain was validly elected, for a corporate body can act by a majority vote at any duly summoned meeting of members.