| Source: | All England Reporter |
| Publisher Citation: | [2010] All ER (D) 100 (Nov) |
| Court: | Chancery Division |
| Judge: | John Randall QC sitting as a deputy judge of the High Court (judgment delivered extempore) |
| Representation | Robin Hollington QC and Sebastian Prentis (instructed by Marriott Harrison) for the company. |
| Francis Tregear QC (instructed by CJ Jones) for the defendant. | |
| Judgment Dates: | 6 November 2010 |
Catchwords
Company - Articles of association - Construction - Implied term - Determination of fair value of shares held by transferor - Appointment of third party accountant - Third party accountant determining fair value of shares - Whether appointment of third party accountant valid - Whether court to imply terms into articles of association to ensure business efficacy.
The Case
Company Articles of association. The Chancery Division, held that on the true construction of the company's articles of association, for a firm to be validly appointed as a third party accountant, it was intended that the terms of the firm's appointment had to be agreed by all the relevant parties. A term would only be implied into the articles only so far as it was necessary to give business efficacy to the articles.
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