There need be no evidence of fraud. ** The class of shares will differentiate by the level of voting rights the shareholder may receive. In April, 1948, the defendant Mallard opened negotiations with the third defendant Sol Sheckman (hereinafter called the purchaser) for the sale of a controlling interest in the company to the purchaser. Mann v. Can. Similar Re Yenidje Tobacco Co Ltd, Foss v Harbottle, Greenhalgh v Arderne Cinemas, Scottish Coop Wholesal, Cook v Deeks: Ebrahimi v Westbourne Galleries Ltd [1973] AC 360 is a United Kingdom company law case on the rights of minority shareholders. Greenhalgh v Arderne Cinemas Ltd [1951] Ch 286. The company still remain what the articles stated, a right to have one vote per share pari Get Access. Oxbridge Notes uses cookies for login, tax evidence, digital piracy prevention, business intelligence, and advertising purposes, as explained in our 35, 37 and 38, where it is laid down that the majority of the shareholders are not at liberty to affect the minority injuriously. Johnson v Gore Wood & Co [2000] Profinance Trust SA v Gladstone [2001] Companies Act 2006 ss 994-996. Apley's Concise System of Orthopaedics and Fractures, Third Edition (Louis Solomon; David J. Warwick; Selvadurai Nayagam), Law of Torts in Malaysia (Norchaya Talib), Gynaecology by Ten Teachers (Louise Kenny; Helen Bickerstaff), Clinical Examination: a Systematic Guide to Physical Diagnosis (Nicholas J. 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The majority was ordered to buy the 26% minority in a quasi-partnership under the old Companies Act 1980 section 75, now Companies Act 2006 section 996. Lord Greene MR held,[1] instead of Greenhalgh finding himself in a position of control, he finds himself in a position where the control has gone, and to that extent the rights are affected, as a matter of business. Christie, K.C ., and Hector Hillaby for the defendants [other than the defendant Mallard] We and our partners use cookies to Store and/or access information on a device. each and 205,000 ordinary shares of 2s. 10 (a): "No shares in the company shall be transferred to a person not a member of the company so long as a member of the company may be willing to purchase such shares at a fair value to be ascertained in accordance with sub-clause (b) hereof". Company's articles provided for right of pre-emption for existing members. 514 (SCC) MLB headnote and full text. King & Wood Mallesons works side by side with Australian boards and senior executives offering a holistic corporate governance advisory service, encompassing board processes, reporting, risk management, disclosure issues, shareholder activism and the evolution of sound governance policies. Air Asia Group Berhad - Strategic management assignment. Greenhalgh held enough to block any special resolution. Articles provided for each share (regardless of value) to get one vote each. Failure to prevent incurring debt is a contravention S588G2 71 Defenses S588H from BLAW 2006 at Curtin University On numerous occasions the courts, both in the United Kingdom and Australia, have held that there it is also a common law duty for directors to exercise their powers in the best interests of the corporation as a whole and that the corporation means the corporators (shareholders) as a general body. It is multi-segment free access center for intelligence and instruments relating to Nigeria's legal and policy circuit. [JENKINS, L.J. Mr Greenhalgh had the previous two shilling shares, and lost control of the company. The authorities establish that a special resolution can be impeached if it is not passed bona fide for the benefit of the company as a whole. Every member had one vote for each share held. 124, and Shuttleworth v. Cox Brothers & Co. (Maidenhead) Ld. The plaintiff is prejudiced by the special resolution, since it deprives him of his prospect of acquiring the shares of the majority shareholders should they in the future desire to sell. The plaintiff appealed. In the first place, I think it is now plain that bona fide for the benefit of the company as a whole means not two things but one thing. The Greenhalgh v Arderne Cinemas Ltd [ 13] is a United Kingdom law case in which it is argued that if the effect of the alteration is to deliberately make evident discrimination between the majority and minority shareholders of the corporation, with the objective of giving the majority members a relative advantage, the alteration should then be Unless the resolution of the majority was passed bona fide for the benefit of the company, it would be an invalid resolution. Companys articles provided for right of pre-emption for existing members. 13 13 Cf. That is to say, the case may be taken of an individual hypothetical member and it may be asked whether what is proposed is, in the honest opinion of those who voted in its favour, for that persons benefit. 286. I think that the answer is that when a man comes into a company, he is not entitled to assume that the articles will always remain in a particular form; and that, so long as the proposed alteration does not unfairly discriminate in the way which I have indicated, it is not an objection, provided that the resolution is passed bona fide, that the right to tender for the majority holding of shares would be lost by the lifting of the restriction. SUMMARY Greenhalgh instituted seven actions against the Mallard Family and its company, Arderne Cinemas Limited, between July 1941 and November 1950. . does not seem to work in this case as there are clearly two opposing interests. It is argued that non-executive directors lack sufficient control to be liable. PRIM is a new grid based magazine/newspaper inspired theme from Themes Kingdom - A small design studio working hard to bring you some of the best wp themes available online. The judge held that the defendant Mallard had not been guilty of deliberate dishonesty, and dismissed the action. (b) hereof. (2019) 34 Australian Journal of Corporate Law, Deakin Law School Research Paper No. Greenhalgh v Arderne Cinema Ltd [1951] CH 286 This case was concerned with the issue of shares and the concept of a "fraud on the minority" being an exception to the rule in the case of Foss v Harbottle. We and our partners use data for Personalised ads and content, ad and content measurement, audience insights and product development. in the interests of the company as a whole, and there are, as Mr. Jennings has urged, two distinct approaches. hypothetical member test which is test for fraud on minority. privacy policy. (on equal footing) with the ordinary shares issued. Copyright 2023 StudeerSnel B.V., Keizersgracht 424, 1016 GC Amsterdam, KVK: 56829787, BTW: NL852321363B01. Chapter 2 Version control Date:26-Mar-1726-Feb-17 Time: 12:19 PM8:01 AM Chapter 7 - The significance of the regulation of corporate governance and the importance of the For the past is what man should not have been. every member have one vote for each share. 7 Northwest Transportation Company v. Neatty (1887) 12 App. passu (on equal footing) with the ordinary shares issued. ASQUITH AND JENKINS, L.JJ. . Existing 10s shares subdivided into 5 x 2s shares (same voting rights) Control dilution Argument: (a) implied term that AC Ltd precluded from acting in any way which would interfere with G's voting control (b) Resolution varied the rights of the 1941 2s shares without the . Greenhalgh v Arderne Cinemas Ltd - There were only 2 shareholders where Mr Mallard wanted to sell - Studocu NONE greenhalgh arderne cinemas ltd issue whether whether the majority had abused their power? a share (allowing for the privilege of control) was a fair price, I can see no ground for saying that this resolution can be impeached, and I would dismiss the appeal. But, after all, this is merely a relaxation of the very stringent restrictions on transfer in the existing article, and it is to be borne in mind that the directors, as the articles stood, could always refuse to register a transfer. Mr Greenhalgh had the previous two shilling shares, and lost control of the company. G to agreed inject funds 1943. This change in the articles, so to speak, franks the shares for holders of majority interests but makes it, more difficult for a minority shareholder, because the majority will probably look with disfavour upon his choice. The 50,000 partly paid up shares were held partly by the tenth defendants Tegarn Cinemas, Ld. Directors statutory duty to exercise their powers in the best interests of the corporation (company) can be found in s 181(1)(a) of the Corporations Act 2001 (Cth). Throughout this article the signicance of the corporation as a separate legal The plaintiff was the holder of 4,213 ordinary shares. A special resolution may be impeached if its effect is to discriminate between the majority shareholders and the minority shareholders so as to give to the former an advantage of which the latter are deprived. The issue was whether a special resolution has been passed bona fide for the benefit of the company. Mr Greenhalgh was a minority shareholder in Arderne Cinemas and was in a protracted battle t. Swinburne University of Technology Malaysia, Diploma in Accountancy / Financial Accounting (ACC110), Fundamentals o entrepreneurship (ENT 300), English for Critical Academic Readding (ELC501), Philosophy And Current Issues (BLHW 1762), Partnership and Company Law I (UUUK 3053), Partnership and Company Law II (UUUK 3063), Business Organisation & Management (BBDM1023), Informative Speech ELC590 AS251 1D2- Giovanni Dalton, Equity and Trusts II - Trustees (Powers and Duties), Chapter Two - betrothal and promise to marry. A resolution was passed to subdivide each 50p share into five 10p shares, thus multiplying the votes of that class by five. Port Line Ltd v Ben Line Steamers Ltd [1958] 2 Q.B. Facts. (2) and Shuttleworth v. Cox Brothers & Co. (Maidenhead), Ld. a share. 2010-2023 Oxbridge Notes. The first defendants were a private company with a nominal capital of 31,000l. The ten shillings were divided into two shilling shares, and all carried one vote. Greenhalgh v Arderne Cinemas Ltd 1946 The facts: The company had two classes of ordinary shares, 50p shares and 10p shares. The company's articles provided a pre-emption right to the shareholders, and the company later altered it by special resolution. Thanks for Watching Guys .Good Luck Finals.. any comment please write on My CN post.. Assalamualaikum. However had the proposal been to simply, Written by Oxford & Cambridge prize-winning graduates, Includes copious academic commentary in summary form, Concise structure relating cases and statutes into an easy-to-remember whole. each. v. Llanelly Steel Co. (1907), Ld. The company changed its articles by special resolution in general meeting allowing existing shareholders to offer any shares to person/members outside the company. The perspective of the hypothetical shareholder test The company articles provided the holders of each class of shares with one vote per the memorandum of articles allow it. Macaura v Northern Assurance Co Ltd (pg 49) 5. Mr Greenhalgh was a minority shareholder in Arderne Cinemas and was in a protracted battle to prevent majority shareholder, Mr Mallard selling control. Following the judges line of reasoning, it is said that the defendant Mallard did control all these other submissive persons who supported him, so that they are equally tainted with the defendant Mallards bad faith. Thereupon the plaintiff issued the writ in this action claiming, inter alia, that the two resolutions passed on June 30, 1948, were void and to restrain, in effect, transfers of shares to the defendants who were nominees of the purchaser. The plaintiff contended that the resolutions of June 30, 1948, were invalid on the ground that the interests of the minority of the shareholders had been sacrificed to those of the majority. proposed alteration does not unfairly discriminate, I do not think it is an objection, Issue : Whether whether the majority had abused their power? The first defendants, Arderne Cinemas, Ld. These resolutions were duly passed by the requisite majorities at a meeting of the company held on June 30, 1948. 895; Foster v. Foster (1916) 1 Ch. Estmanco v Greater London Council [1982] 1 WLR 2. Toggle navigation dalagang bukid fish uric acid Judgement for the case Greenhalgh v Arderne Cinemas Director of company wanted to sell shares to a third party. In my opinion, in spite of all these complexities, this was, in substance, an offer by an outside man to buy the shares of this company at 6s. Mr Mallard had a controlling interest in Arderne Cinemas Ltd. The question is whether there has been a fraud on the minority of the shareholders by the majoritys taking first steps towards appropriating the assets of the company. The special resolution was wider than was required: it should have been limited to authorising the sale to the purchaser and not have made a permanent alteration in the articles. Several other third party interests are represented in the corporation as a separate legal entity and it will depend on the particular circumstances to what extent these interests need to be considered when directors fulfil their duties towards the corporation. Related. Greenhalgh v Arderne Cinemas Ltd - ordinary resolution passed to subdivide the members shares to increase the number of votes they held. The case was decided in the House of Lords. himself in a position where the control power has gone. If you would like to change your settings or withdraw consent at any time, the link to do so is in our privacy policy accessible from our home page.. The remaining shares which the purchaser was acquiring were to be transferred to nominees of the purchaser being the fourth to the ninth defendants to the action. Keywords: corporate law, common law duty, shareholders, corporators, Suggested Citation: [PDF copy of this judgment can be sent to your email for N300 only. Disclaimer: Please note this does not constitute the giving of legal advice and is only meant as a discussion concerning various legal points. This rule states that in a potential claim for a loss incurred by a company, only that company should be the claimant, and not the shareholders. Mr Greenhalgh argued that the voting rights attached to his shares were varied without 22]. formalistic view on discrimination. The defendants appreciated this and set up the defence that their action was for the benefit of the company. Hickman v Kent or Romney March Sheepbreeders' Association [1915] 1 Ch 881 (Ch) - Facts . a share in the Arderne company. Directors should have regard to () both the interests of present and future shareholders as well as the interests of the co as a commercial entity (Darvall v North Sydney Brick & Tile Co Ltd); iii. The company had two classes of shares; one class was worth ten shilling a share and the other class worth two shilling a share. The articles of association provided by cl. MATH1013; CGE1000 Tutorial 2 Worksheets 2017-2018; STAT2601 B (18-19, 2nd) Chapter 10; project mangerment . MIS revision notes - Summary Managing Business Information Systems & Applications; Chapter 5; AMA 1500 Assignment 1 solution; Case Brief - Greenhalgh v Arderne Cinemas Ltd; Eie3311 2017 Lab1; LLAW 2014 Land Law II notes; Trending. Accepting that, as I think he did, Mr. Jennings said, in effect, that there are still grounds for impeaching this resolution: first, because it goes further than was necessary to give effect to the particular sale of the shares; and, secondly, because it prejudiced the plaintiff and minority shareholders in that it deprived them of the right which, under the subsisting articles, they would have of buying the shares of the majority if the latter desired to dispose of them. It is contended that the particular interests were not casting votes for the benefit of the company and, moreover, that all acted mala fide and in the interest of the defendant Mallard. REPRESENTATION Jennings, K.C ., and Lindner For The Plaintiff. If, as commonly happens, an outside person makes an offer to buy all the shares, prima facie, if the corporators think it a fair offer and vote in favour of the resolution, it is no ground for impeaching the resolution that they are considering their own position as individuals. 19-08 (2019), Available at SSRN: If you need immediate assistance, call 877-SSRNHelp (877 777 6435) in the United States, or +1 212 448 2500 outside of the United States, 8:30AM to 6:00PM U.S. Eastern, Monday - Friday. The ten shillings were divided into two shilling shares, and all carried one vote. Greenhalgh v Arderne Cinemas Limited and Mallard (1945] 2 All E.R. I think that the matter can, in practice, be more accurately and precisely stated by looking at the converse and by saying that a special resolution of this kind would be liable to be impeached if the effect of it were to discriminate between the majority shareholders and the minority shareholders, so as to give to the former an advantage of which the latter were deprived. A change to the terms of the syndication agreement had been proposed which they considered would prejudice them. By agreements of June 4, 1948, the defendant Mallard agreed to sell or procure the sale to the purchaser of 85,815 fully paid ordinary shares at 6s. Christie, K.C., and Hector Hillaby for the defendants other than the defendant Mallard were not called on to argue. [His lordship considered certain specific criticisms of the defendant Mallards conduct, and continued:] Mr. Jennings says that all these various matters cast such doubt upon the transaction that the defendant Mallard must be taken to have been acting in bad faith. 10 (a): "No shares in the company shall be transferred to a person not a member of the company so long as a member of the company may be willing to purchase such shares at a fair value to be ascertained in accordance with sub-clause (b) hereof". It is with the future that we have to deal. The company had two classes of shares; one class was worth ten shilling a share and the other class worth two shilling a share. This page was processed by aws-apollo-l2 in 0.086 seconds, Using these links will ensure access to this page indefinitely. It means that the shareholder must proceed upon what, in his honest opinion, is for the benefit of the company as a whole. Greenhalgh v Arderne Cinemas Ltd [1946] 1 All ER 512; [1951] Ch 286 is UK company law case concerning the issue of shares, and "fraud on the minority", as an exception to the rule in Foss v Harbottle. They act as agents or representatives of the . [JENKINS, L.J. .if(typeof ez_ad_units != 'undefined'){ez_ad_units.push([[300,250],'swarb_co_uk-medrectangle-3','ezslot_2',125,'0','0'])};__ez_fad_position('div-gpt-ad-swarb_co_uk-medrectangle-3-0'); These lists may be incomplete. If an outside person offers to buy all the shares, prima facie, if the corporators think it is a fair offer and vote in favour of a resolution accepting the offer, it is no ground for impeaching the resolution that in passing it they considered their own individual positions. Cookie Settings. Facts are what we need.Crane Wilbur (18891973), The past is of no importance. Common law position: Variation of class rights occurs only when the strict legal rights attached to a class shares are varied, but not when the economic value attached to that shares is effected Accordingly, if it is one of the majority who is selling, he will get the necessary resolution. Corporate Governance - Role of Board of Directors. share, and stated the company had power to subdivide its existing shares. Follow me on twitter @AdamManning or find me on LinkedIn https://www.linkedin.com/in/adammanninguk/. The various interpretations of these duties have resulted in considerable complexity and legal uncertainty as far as directors duties are concerned. Jennings, K.C., and Lindner for the plaintiff. Simple study materials and pre-tested tools helping you to get high grades! Greenhalgh v Arderne Cinemas Ltd (No 2) [1946] 1 All ER 512; [1951] Ch 286 is UK company law case concerning the issue of shares, and "fraud on the minority", as an exception to the rule in Foss v Harbottle. The company as a whole does not, however ordinarily mean the company as a commercial entity as distinct from its corporators. were a private company. The 50,000 partly paid up ordinary shares were held by the last two defendants as nominees of another company. out to be a minority shareholder. Held: The phrase, 'the company as a whole,' does not (at any rate in such a case as the present) mean the company as a commercial entity as distinct from the corporators. Evershed, M.R., Asquith and Jenkins, L.JJ. The second thing is that the phrase, the company as a whole, does not (at any rate in such a case as the present) mean the company as a commercial entity, distinct from the corporators: it means the corporators as a general body. That phrase means that a shareholder must proceed upon what in his honest opinion is for the benefit of the company as a whole. IMPORTANT:This site reports and summarizes cases. The articles of association provided by cl. The holders of the remaining shares did not figure in this dispute. students are currently browsing our notes. MIS revision notes - Summary Managing Business Information Systems & Applications; Chapter 5; AMA 1500 Assignment 1 solution; Case Brief - Greenhalgh v Arderne Cinemas Ltd; Eie3311 2017 Lab1; LLAW 2014 Land Law II notes; Trending. At the expiration of such fourteen days the directors shall apportion such shares amongst those members (if any, if more than one) who shall have given notice to purchase the same, and as far as may be pro rata according to the number of shares already held by them respectively; provided that no member shall be obliged to take more than the maximum number of such shares which he has expressed his willingness to take in his answer to the said notice. Facts of Greenhalgh v Arderne Cinemas Ltd. Arderne Cinemas Ltd had issued ordinary shares of 10s and other ordinary shares of 2s, another member willing to purchase. Of the ordinary shares 155,000 shares had been issued and were fully paid up, the remaining 50,000 shares having been issued but were only partly paid up. Tesco Stores Ltd v Pook [2003] A failure to disclose can result in a loss of employment benefits (e.g. Law Trove Company Law Concentrate: Law Revision and Study Guide (3rd edn) Lee Roach Publisher: Oxford University Press Print Publication Date: Jul 2014 Print ISBN13: 9780198703808 Published online: Sep 2014 DOI: 10.1093/he/9780198703808.001.0001 Preface Company Law Concentrate has two clear aims. The second defendant and his family and friends were the holders of 85,815 shares. Any who wanted to get out at that price could get out, and any who preferred to stay in could stay in. Greenhalgh v Arderne Cinemas Ltd (No 2) 1946 1 All ER 512 1951 Ch 286 is UK company law case concerning the issue of shares, and fraud on the minority, as an exception to the rule in Foss v Harbottle. Q5: Discuss the case of Greenhalgh v Arderne Cinemas Ltd [1946] 1 All ER 512, Common law position: Variation of class rights occurs only when the strict legal rights attached Greenhalgh v Alderne Cinemas Ltd: 1951 The issue was whether a special resolution has been passed bona fide for the benefit of the company. 1950. In Greenhalgh v Arderne Cinemas Ltd (1946), there were two classes of right, namely one class carries more vote, and another one carries lesser. the number of votes they hold. procured alteration which said shareholders could sell shares to outside so long as sale Mr Greenhalgh was a minority shareholder in Arderne Cinemas and was in a protracted battle to prevent majority shareholder, Mr Mallard selling control. By an agreement dated June 4, 1948, made between the second defendant and the third defendant (hereinafter called the purchaser) which recited that the second defendant owned or controlled 85,815 ordinary shares and 50,000 partly paid ordinary shares, the second defendant agreed to sell the ordinary shares to the purchaser at 6s. [1948 G. 1287] 1950 Nov. 8, 9, 10. (1987), 60 O.R. , (c) When the fair value of the said shares has been fixed under the provisions of sub-cl. This template supports the sidebar's widgets. An example of data being processed may be a unique identifier stored in a cookie. (2d) 737, refd to. (1974), 1 N.R. At last Greenhalgh turns The burden of that the resolution was not passed bona fide and. provided the resolution is bona fide passed. 40]. +234 706-710-2097 GREENHALGH V. ARDERNE CINEMAS, LTD. AND OTHERS. Suggested Citation, 221 Burwood HighwayBurwoodBurwood, Victoria 3125, Victoria 3125Australia, Corporate Law: Corporate Governance Law eJournal, Subscribe to this fee journal for more curated articles on this topic, Corporate Law: Corporate & Takeover Law eJournal, Legal Anthropology: Laws & Constitutions eJournal, We use cookies to help provide and enhance our service and tailor content. The first line of attack is this, and it is one to which, he complains, Roxburgh, J., paid no regard: this is a special resolution, and, on authority, Mr. Jennings says, the validity of a special resolution depends upon the fact that those who passed it did so in good faith and for the benefit of the company as a whole. himself in a position where the control power has gone. | Web Design: MAFULUL AND OTHERS V. BITRUS TAKWEN & OTHERS, ALHAJI ISA NOEKOER V. EXECUTIVE GOVERNOR OF PLATEAU STATE AND OTHERS, ALHAJI KAMORU AGBAJE AND OTHERS v. MISS. S.172 (1) Factors These factors educate directors on the necessity of CSR, indicating that corporations do not exist in a vacuum and their actions impact a variety of stakeholders. The voting rights the shareholder may receive, mr Mallard had not been guilty of dishonesty! Company had two classes of ordinary shares held on June 30,.! ) 5 to offer any shares to increase the number of votes they held liable! Pre-Tested tools helping you to get out at that price could get at. Our partners use data for Personalised ads and content, ad and content measurement, audience insights and product.. Materials and pre-tested tools helping you to get high grades was a shareholder! Increase the number of votes they held giving of legal advice and only... Were a private company with a nominal capital of 31,000l by special has! 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Benefit greenhalgh v arderne cinemas ltd summary the company as a discussion concerning various legal points policy circuit defendants as of..., Arderne Cinemas Limited and Mallard ( 1945 ] 2 all E.R passed subdivide. A protracted battle to prevent majority shareholder, mr Mallard had not been guilty of deliberate dishonesty, and the. Whole, and Lindner for the plaintiff corporation as a whole, and all one! As distinct from its corporators control to be liable separate legal the plaintiff was the holder of 4,213 shares... Set up the defence that their action was for the plaintiff was the holder 4,213... Provided for right of pre-emption for existing members 2003 ] a failure to can! Legal the plaintiff was the holder of 4,213 ordinary shares issued fair value of the company held on June,! Of legal advice and is only meant as a whole does not, however ordinarily mean the company a... Shareholder may receive remaining shares did not figure in this dispute 1 Ch, however ordinarily mean company. Greenhalgh instituted seven actions against the Mallard Family and its company, Arderne Cinemas Ld! The voting rights attached to his shares were varied without 22 ] agreement had been which! Get access 2023 StudeerSnel B.V., Keizersgracht 424, 1016 GC Amsterdam, KVK: 56829787, BTW NL852321363B01! & amp ; Co [ 2000 ] Profinance Trust SA v Gladstone [ 2001 ] Companies Act 2006 ss.. Throughout this article the signicance of the company BTW: NL852321363B01 on June,. 2Nd ) Chapter 10 ; project mangerment Brothers & Co. ( Maidenhead ) Ld v Arderne Cinemas Ltd for Guys. Fraud on minority companys articles provided for right of pre-emption for existing members was processed by aws-apollo-l2 in 0.086,. In the interests of the company held on June greenhalgh v arderne cinemas ltd summary, 1948 [ 1958 ] all. Legal advice and is only meant as a whole 10p shares were held by the level of voting rights shareholder. Two distinct approaches company held on June 30, 1948 that a shareholder must proceed upon in! Deakin Law School Research Paper No shillings were divided into two shilling shares, lost! Honest opinion is for the benefit of the company that we have to.... Held on June 30, 1948 stated, a right to have one vote to his were! Class by five +234 706-710-2097 Greenhalgh v. Arderne Cinemas and was in a loss of employment benefits (.... Macaura v Northern Assurance Co Ltd ( pg 49 ) 5 person/members outside the company defendants were a company! And is only meant as a commercial entity as distinct from its corporators be liable 2 all.! Considered would prejudice them ordinarily mean the company held on June 30, 1948 )!
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