Source: All England Reporter
Publisher Citation: [2002] All ER (D) 310 (Jan)
Court: Chancery Division

Rimer J

Representation Nigel Dougherty (instructed by Wragge & Co) for the claimant.
  Catherine Roberts (instructed by Kent Jones & Done) for the first defendant.
  Jonathan Russen (instructed by Williamson & Soden) for the second defendant.
Judgment Dates: 31 January 2002


Company - Articles of association - Alteration - Claimant company altering certain article in articles of association - Effect of alteration on voting and non-voting shares - Whether effect of alteration of article was to trigger a right of enfranchisement in the non-voting shareholders.

The Case

It was well-established that in the interpretation of a contract, words should be given their 'natural and ordinary meaning', if however, 'detailed semantic and syntactical analysis of words in a commercial contract was going to lead to a conclusion that flouted business, commonsense, it should be made to yield to business commonsense'. In the instant case, the only way that would be achieved was by construing the relevant article as having certain words omitted from it, and once those words were added, the article assumed a commonsense meaning reflecting a true sense of what it was intended to mean.

Practice Areas

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