A copy of the Court of Appeal judgment Schofield v Schofield [2011] EWCA Civ 154, handed down last month, has been published on BAILII: see here. The Court of Appeal considered the application of the so-called Re Duomatic principle, which takes its name from Re Duomatic Ltd. [1969] 2 Ch 365, in which Buckley J. stated (p. 373): "[W]here it can be shown that all shareholders who have a right to attend and vote at a general meeting of the company assent to some matter which a general meeting of the company could carry into effect, that assent is as binding as a resolution in general meeting would be".In Schofield the Court of Appeal held that the Re Duomatic principle did not apply in order to treat as valid and effective a meeting at which a director (and holder of 0.1% of he company's shares) was removed from office. There was, the court held, no unqualified, objective agreement by this director qua shareholder with regard to the validity of the meeting.
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