Quin & Axtens Ltd v Salmon [1909] AC 442 is a UK company law case, concerning the enforceability by shareholders of provisions under a company's constitution.

Facts

Quin & Axtens Ltd was set up as a business of drapers, furnishing and general warehousemen at 422 to 440 Brixton Road

Brixton Road

Brixton Road is a road in the London Borough of Lambeth , leading from the Oval at Kennington to Brixton, where it forms the high street and then forks into Effra Road and Brixton Hill at St Mathews church at the crossroads with Acre Lane and Coldharbour Lane...

, Brixton

Brixton

Brixton is a district in the London Borough of Lambeth in south London, England. It is south south-east of Charing Cross. The area is identified in the London Plan as one of 35 major centres in Greater London....

. Williams Axtens was the chairman. Joseph Salmon and another man, Arthur Way, were managing directors. Mr Boys-Tombs replaced Way in 1906. Axtens and Salmon held the majority of shares.

The constitution said no resolution would be effective if either Axtens or Salmons dissented (art 80). The directors were otherwise to manage the company (art 75). Axtens and Boys-Tombs wanted to buy and let some properties (buy 426 Brixton Road and let out 252 Stockwell Road), but Salmon disagreed. Then an extraordinary general meeting was held, where the same resolution was passed by a majority of shareholders.

Judgment

Warrington J held that the motions were not inconsistent with the articles, and distinguished Automatic Self-Cleansing Filter Syndicate Co, Ltd v Cuninghame. Cozens-Hardy LJ and Farwell LJ, said that the resolutions were inconsistent with the articles, which clearly said that a director’s .

Lord Loreburn LC upheld the Court of Appeal, noting that the word ‘regulations’ meant articles. He said where the resolution was passed and was inconsistent with other articles, the resolution must fail.

See also

• Automatic Self-Cleansing Filter Syndicate Co, Ltd v Cuninghame [1906] 2 Ch 34