Wednesday 4 December 2019

UK: England and Wales: The Re Duomatic principle | relieving a director of liability

Judgment was given yesterday by the Court of Appeal in Dickinson v NAL Realisations (Staffordshire) Ltd [2019] EWCA Civ 2146. The decision is noteworthy for two reasons.  First, the court held that section 1157 of the Companies Act 2006, which provides the court with the power to relieve a director from liability in "proceedings for negligence, default, breach of duty or breach of trust" is wide enough to include claims to enforce proprietary rights arising from the negligence, default, breach of duty or breach of trust.

Second, the court considered the Duomatic principle, which takes it name from Re Duomatic Ltd [1969] 2 Ch 365, and in which Buckley J said that "where 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" (p. 373).  Lord Justice Newey assumed - as he did when a High Court judge in Rolfe v Bernard Samuel Rolfe Tulsesense Ltd [2010] EWHC 244 (Ch) - that the assent of the beneficial owner of a share could meet Duomatic requirements.

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