Wednesday, 16 November 2011

UK: England and Wales: implied terms and the articles of association

The Court of Appeal gave judgment last week in Cream Holdings Ltd v Davenport [2011] EWCA Civ 1287 and unanimously held that the trial judge (at [2010] EWHC 3096 (Ch), [2010] All ER (D) 100 (Nov)) was right to find that a term should be implied in a company's articles of association providing that a shareholder should not unreasonably withhold his consent to the appointment of an accountant in the context of provisions in the articles for the transfer and valuation of shares.

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