Introduction
Fast back is a limited liability company that offers architectural services to the industry. From the look of things it is certain that the company’s internal management is in cold war. The conflict of interest has been brought by the fact that David, who is the co-founder and holds 55 percent of the ordinary share capital, has strongly disagreed with the manner in which Jimmi and Gerry handles their management responsibilities. This is a common phenomenon in every public organisation.1
Another problem is that Gerry has resigned and has given oral instruction to Jimmi and David to consult him later before any management changes. However David and Jimmi have already made management changes thereby appointing Jimmi’s sister to replace Gerry and are already considering floating shares hence promising Vanessa (Jimmi’s sister) new shareholding without Gerry’s concern. On the other side David has been approached by Maggie the managing director of Capital Enterprises, a company with a burning commercial desire to buy Greenback estate.2
Amending articles and altering share capital are also issues to be dealt with. David and Jimmi are already in favour of altering the constitution in order to remove the restrictions so that they accommodate Jimmi’s sister by further allotting shares to her. All these are happening without Gerry’s consent, an act that has violated the requirement of company law as will be explained later.3
The above scenarios represent a typical organisation that does not respect the content of its articles of association. In this situation only conflict is expected to materialise as the different shareholders try to pursue their individual interests. The purpose of the articles of association and memorandum is that they form the basis of shareholders unanimous agreement point that no single director can decide on the sensitive affairs of the company neither can he enter into any contract without the other directors’ consent.4
The responsibility is clearly set in the revised provision of company’s Act of 2006. The act gives directions and guidelines on how a company should be run. It states that directors should be free enough to fully declare any matters that they perceive to be of conflicting interest. This should be able to form a basis to inculcate a culture of openness where the board of directors and other management personnel can be able to feel that their rights to freedom is actually guaranteed and can therefore express their opinions without fear of favour.5
It should be in the interest of a director to treat shareholders equally. In this Company it appears that some of its directors feel that they are discriminated against in terms of running the company affairs. A qualified and competent director should be able to avoid any conflicts of interest at all, should not accept benefits from third parties and avoid making personal profits at the expense of the company.6
David and Maggie’s Case
David is the major shareholder in this company with 55 percent of the ordinary issued share capital. Majority shareholders are known to frequently attempt to overshadow the minority shareholders. This can be through an uncontrolled quest to gain complete autonomy over company affairs, the ability to alter share ownership at the displeasure of minorities, the desire to defend their wrongful acts and etc. An example of this is where David has been having discussions with Maggie concerning Green Buck without the knowledge of the other shareholders. When making reference to s263 (3) (a) and (f), under the ordinary bylaws if an action was brought for a mysterious purpose or if another ensuing remedy was available then the courts would not permit a derivative action to continue – Barrett v Duckett [1995]7 where, then again, there was a chance to put the company into insolvency and the court accomplished that the act was being pursued by the minority shareholder on individual grounds. 8
Note Gibson L.J: in this case it is not known for what reason David wants the Company to be sold, whether he is actually putting the company under compulsory liquidation or he has a vested interest. He has again entered into an agreement with Maggie who is the managing director of Capital Enterprises Limited, a company with an interest to buy Greenback estate which is a property of Fast Back Limited without the approval of the board members. 9 Although section 40 of the company’s Act 2006 gives a director the power to bind the company, his actions are suspicious. According to this section, whichever transactions professed to be in good faith and the succeeding authority of a executive to bind the company or sanction others to act in a fastidious way is estimated to be free of restraint under the company’s charter. However the subsection (4) of the whole section allows members of the company to bring proceedings to restrain the performance beyond the power of a director as conferred to him or her by the constitution. David might find himself at loggerheads with the shareholders if this section is brought to action.
Under section 260 of the Company’s Act of 2006 Derivative Claim, David is liable for two wrongs. These are the abuse and misuse of his powers as the majority shareholder in Fast Back Limited. This section refers to application filed by a member in respect to a cause of action vested in the company and seeking relief on behalf of the company. A derivative claim can only be lodged under the subsection (2) a & b that outlines circumstances under which this claim can be filed. Part (b) of the subsection allows a member or members of a company to lodge complaint in pursuance of an order of the court proceedings under section 994 for protection of members against unfair prejudice. David has entered into a contract with Maggie that is out of his duty as conferred to him by the company. 10
It is clearly outlined in the company’s Act of 1991 as to the duties and powers of a director that a company shall not be held responsible for actions of a director outside his duty and powers as per the company’s constitution. David has acted ultra vires. The discussion between him and the managing director of Capital can not be legally ratified by the co directors i.e. Jimmi and Gerry. Under the articles of association shareholders unanimously agree that any decision relating to the sale of company’s land must be approved in advance.11
His position violates the content of the articles of association. On the other hand Maggie is also abusing her rights as a director of Capital Enterprises limited. Section 172 – the responsibility of an executive to operate in the way he thinks, in good faith, would be the most likely to endorse the accomplishment of the company for the advantage of its constituents in total. Section 261 of the Companies Act of 2006 gives Jimmi and Gerry a right to file a complaint in a court of law.12 This section requires a member or members of a company to apply to the court for permission to continue a derivative claim. In this context it’s the responsibility of Jimmi and Gerry to apply to the court in order to be allowed to institute a derivative claim for acts committed by a single director with respect to sale of company property i.e. the sale of Greenback estate to Maggie. If in their own interpretation the courts find that the application and the evidence filed by the applicant in support of it do not reveal a substantial case for giving consent, the court must dismiss the application and may make any resulting directive it perceives appropriate.13
However, in this case there is substantial evidence that the transaction has already taken place and that the ownership is already being transferred to Maggie. The final decision will now remain the courts responsibility regarding the manner in which they will give their rulings. If the directors are given a leeway under subsection (2) the courts may give directions as to the evidence to be provided and in cases where the sufficiency of the evidence provided remains in doubt, the proceedings may be adjourned to ample time for obtaining adequate evidence.14
Section 195 of the companies Act nullifies the arrangement that is taking place between David and Maggie. The section becomes relevant where a company enters into an agreement in breach of section 190 about obligation of members’ endorsement for considerable property dealings. In the case of Fast Buck this is exactly what is happening; critically looking at this issue one will realize that there is a secret talk between Maggie and David where the theme of the discussion is the sale of Greenback. The Estate is not being sold to Maggie alone, they are jointly going to own this estate after which it is expected to be resold immediately at a cost of 1,000,000 pounds. The sale of Greenback estate at a cost of £850,000 to Maggie is verifiably substantial and is likely to leave an improbable impact on the entire company’s financial performance. In fact the impact will be felt collectively by any member financially related to the company.15
The section invalidates any such transactions entered into pursuance of the agreement by a company or persons under those capacities as a director or as per the articles of association unless compensation of any money or other asset was the area under discussion of the deal or transaction is no longer viable or the company has been indemnified in pursuance of section 195 by any other person for any loss or damage caused.16 The complaint may also get a reprieve where the courts deem that the rights were acquired in total devotion and with no specific note of the contravention by someone who is not a party to the deal or transaction. Under this section David is liable to account to the company for any benefit that he has received directly or indirectly by the perpetrated deal i.e. the sale of Greenback and is jointly and severally with Maggie liable to compensate Fast Back Limited for losses or damages resulting from the sale.17
In this respect Maggie’s actions amounts to a gross violation of her fiduciary duty as a director and is punishable under section 217 of the 2006 of Companies Act and section 172 – the duty of a director to act in the way he considers, in good faith, would be the most likely to promote the success of the company for the benefit of its members as a whole. 18
This segment requires that if compensation is made in breach of section 217, the boss in query is held by the receiver on conviction for the company making the imbursement and that he who authorised the payment remains severally and equally liable to underwrite the company that made the payment for any loss coming out of it. If payment is done in breach of section 218 it is held by the receiver on trust for the organization whose responsibility or property is or proposed to be reassigned and if the payment is made in breach of section 219 payment in relation with share transfer, it is alleged by the receiver on trust for people who have retailed their shares as a result of the offer made and the expenditure sustained by the recipient in allocating that sum amongst those people shall be tolerated by him and not reserved out of that amount.19
He is also liable to abuse of his power as a majority shareholder. This is evidenced when he disagrees with the minority shareholders Jimmi and Gerry whose respective shareholdings are 30% and 15% respectively. Consequently if the management of Greenback realises the deal between the manager director Ms. Maggie and himself, then a possible conflict is likely to arise that might complicate matters for David including his company Fast Back limited. 20
Maggie on the other side is held responsible for her own personal interest that they pursue jointly with David. The requirement of the company law is that a company shall never be held responsible for actions and acts perpetrated by its directors outside their powers as stipulated in the articles and memorandum of associations respectively.21
Gerry’s Scenario (Resignation and forcefully floating shares)
A company can be able to remove a director by passing an ordinary resolution that requires a 28 day special notice. This is in Subsection (2) of section 168 of the Company’s Act 2006. This is in accordance with company law whether there is a special clause in the company’s Articles of association demanding a special or ordinary resolution. In such cases the situation is very tricky especially where the content of the Articles of association states that in the event of a resolution to remove a Director, any shares held by the Director are weighty and therefore carry two or more votes per share. It becomes very difficult to remove that director. In this company the Articles of association allows a share to carry 4 votes.22
The fact that Gerry owns fifteen percent of the ordinary issued share capital implies that it’s not easy to be removed as a shareholder. Gerry had resigned on personal matters as a director and only relinquished his management roles but still remains a minority shareholder. The decision by David and Jimmi to float his shares by force is not only unlawful but also unethical. In most cases it is expected that when a director resigns he/she sell all his shareholdings to another person known to the company or to the remaining directors.23 However it is not compulsory that this is done. In this company David and Jimmi can be sued by Gerry for two wrongs;
1) When Gerry was leaving the Company he made a verbal communication and instructed Jimmi and David to consult him when making management changes however, they went ahead and made changes without consulting him. This pre-empts the principle of collective responsibility. They acted against the requirement of shareholders unanimous agreement which requires that no single director or shareholder shall have control over the company affairs neither will the majority use their shareholding positions and capacities to undermine the minority. David and jimmi can therefore be sued by Gerry for any damages caused to him as a result of the changes made without his consent.24 Section 994 accords a member of a company the authority to appeal the company on basis that the company’s dealings have been carried out in a manner that is unjustly detrimental to the attention of some members or him, that an actual or planned act or exclusion of the company is or would be so harmful. This section therefore gives Gerry the powers to institute court proceedings against the actions of David and Jimmy.
2) Again in the event of Gerry losing his shareholding the liability rests squarely on the two directors. Under section 203 of the corporation’s Act of 2001 a director can tender his resignation notice to the company if he wishes to resign stating categorically the reasons behind his resignation. This notice must be signed by the director in question and delivered to the company can effect the resignation either immediately or later depending on the requirement of the director. Gerry made his resignation clear before David and Jimmi and stated that he wanted to spend more time with his family. It is therefore in accordance with section 203 of the incorporations Act 2001. This section also specifies the responsibility of a director during and after his period of tenure. Directors are liable for the mistakes and actions done when in office even after removal or resignation, and may not be responsible for any acts perpetrated after vacation. In respect to this particular section Gerry had never entered into any action that may be perceived to plunge the company into serious economic, financial, legal or social liability. The company’s Act of 2006 sets out clearly the responsibilities of a director that includes the degree of skill and care and being able to act in good faith.25
Section 122(1) (g) Insolvency Act 1986
Section 122(1) (g) Insolvency Act 1986 gives a minority shareholder a right to appeal to court for just and equitable winding up of a company encase there is a likelihood of unfair prejudice. This section gives guidelines under which the company can be dissolved by an aggrieved minority shareholder. The courts will look at the procedural requirements, the situations under which orders may be granted, and finally the overall significance of the remedy in this section. Gerry is by no chance a minority shareholder, following the actions of the majority shareholders i.e. David and Jimmi; it is obvious that the majority are meant to frustrate him. The decision to change the articles in order to remove the restrictions allowing them to allot shares to Vanessa, and the adamant nature in which David sold Greenback Estate secretly to Maggie, and their quest to alter share capital amounts to unfair prejudice. 26
Section 124 again sets conditions under which this petition can be instituted by looking at equitable winding up with references to the subsections of section 79 defined contributory of the Companies Act 2006 whether the grieved shareholder qualifies or not. Under this section a member is categorised as a contributory where he has been in the company for at least six months. A member also qualifies where it can be reasonably ascertained that he has a financial interest in the company. By referring to this section it is by no doubt that Gerry is a contributory member. He has been in the company for several years and at the same time a director with 15% shareholding. This clearly shows that he has a financial interest in the company. The courts will therefore have no choice but to issue an order requiring the company to be wound up.27
This is guided by looking at the circumstances under which the order is granted. Section 122 (1) g outlines the following as appropriate situations forming the basis for granting such orders. Where they can reasonably establish that there is no bona fide intention to undertake the management of the company in a proper manner, Re London and County Coal Co [1866]28 and where there is evidence of full and impartial investigation of the Company’s affairs, Re Arm vent Ltd [1975].29 Now see s124A. Fast Buck Limited appears to be in mismanagement characterised by serious violations and fraudulent actions. The company should be properly investigated.30
Appointment of Jimmy’s Sister as a director
The company law requires that the board of directors should consist of independent directors, according to the corporate governance and practice Act, the board has established Director Qualification standards to assist in determining the independence of directors. When making an independent determination the board will consider all the relevant facts and the prevailing circumstances from the director’s view as well as the organisational from where there is a likely alienation or affiliation.31 A director is consequently determined by a resolution of the Board, after making due consideration that reveals that there is a spurious relationship with the company except that of a director. A director will therefore not be considered independent if an immediate family member of the director is or has been within the last three years an executive officer of the company. In this case the appointment of Jimmi’s sister as an immediate director to replace Gerry appears to contravene this section of the 1956 law of the Company’s’ Act. 32
The appointment of Vanessa therefore amounts to nepotism which is highly prohibited by the employment and equal opportunity’s act. In the first place the vacancy was never made public though it could have been said to serve and protect the interest of the company. It is not logical for the public and failure to advertise this position is enough to grant it the benefit of doubt. The refusal by Vanessa to grant Gerry access to the additional premises is also unethical, uncouth, and unlawful. Gerry is a shareholder with 15% shareholding. According to the company’s 2006 Act there are specific provisions that outline the rights of a shareholder. Section 228 of the Company’s Act of 2006 gives a affiliate of a company the power to examine and request a print of the memo, the section needs that every copy or memorandum required to be kept under section 228 must be unwrapped for examination by any member of the company without accusation. Any member is consequently entitled to on request and on payment that may be deemed fit to be issued with a copy of ant such copy of the memorandum. This should take place within seven days, if any such examination required under paragraph is declined, or escape is made in complying with subsection 2, an offence is committed by every officer who is in default.33
The refusal by Jimmi’s sister to grant Gerry access to the premises can be assumed under this section as an attempt to frustrate his efforts to carry out an inspection. This section declares that a person culpable of crime under this section is legally responsible on rundown conviction to a fine not exceeding level 3 on the standard scale and for conviction for continued contravention, a daily default fine not exceeding one tenth of level 3 on the standard scale (section 228 of the company’s Act 2006). “In the case of such refusal or default the court may order or compel an immediate inspection or as the case may be direct that the copy required be sent to the person requiring it”.34 section 228 of the company’s Act 2006)
A shareholder is guaranteed access to every asset of the organisation. He has aright to make specific inquiries concerning the management of the company, financial status, and a right to be summoned to the annual general meeting and participate in resolutions. Gerry is now a shareholder who is not an employee but owns 15% shareholding. This situation is mostly characterised by family owned companies and is therefore guaranteed protection under the minority laws. Majority shareholders will work tirelessly to ensure that they disregard the rights of the minority and therefore block any benefits accruing to them from their stock. When this becomes the case i.e. Majority shareholders work for the company taking huge benefits leaving nothing for shareholders dividends for their business partners, this violates the rights of the minority.35
In this case Jimmi and David are using the minority’s capital investment for themselves while giving no benefit to the minority i.e. Gerry. It is true that David and Jimmi now remain as the executive directors involving themselves in day to day management of Fast buck Limited and they may want to maximise their compensation as possible, they may attempt to squeeze or freeze the minority (Gerry) out of the company or simply make working conditions so bad in the hopes that Gerry forcefully resigns. In the context of Company law this is always considered an oppression or mistreatment that is likely to give rise to a potential cause of action.36
When a minority shareholder resigns or feels that he is under oppression or perceives that the behaviour or actions taken by the majority shareholders in the light of the content of articles of association amount to gross violations he has a right to seek a legal redress through the court of law. Under these circumstances the courts will order the majority shareholders to buy out the minority shareholder’s stock investment or in certain special circumstances a court may order that the minority buys out the majority shareholders. This is likely to be the most appropriate option for Gerry. Under normal circumstances minority shareholders shy away from bringing such actions of mistreatment by majority since they feel that they are least important in the light of controlling interests especially after the majority has sunk the company into the mire of insolvency. However, if valuable assets or money have been fleeced out of the company by the majority, the courts will order the revaluation in order to compensate the minority for the defalcation.37
There may be some other strategic reasons for increasing the shares and therefore a minority shareholder should not shy away from seeking legal redress. Practically David and Jimmi feel that they are the majority shareholders in the Fast Back Limited and being the fact that Gerry has resigned as a director and relinquished his management roles from the Company. This is highly evidenced by the appointment of Jimmi’s sister as a director without Gerry’s knowledge; they further use her to frustrate Gerry i.e. blocking him from accessing the additional premises.38
If Gerry seeks a court redress to increase his share holdings because the two directors have bought additional premises using the company’s money in which Gerry is a shareholder, David and Jimmi might be found liable for serious damages caused to Gerry as a result of failing to inform him when making a capital expenditure. In other words if shareholders quarrel or a discrepancy arises and the minority shareholder feels that he is being ill-treated or even defrauded, any lawsuit brought under the statute protecting minority shareholders may be deemed necessary. The court proceedings lodged may be used as a threshold to uncover the documents necessary to determine whether the remedies in the act are available or not.39
Liabilities of Vanessa
She is not a bona fide director in accordance with both the memorandum and articles of association. During the formation of this company she was not listed as the co-directors but by virtue of her being related to one the directors of Fast Buck Limited, she made her way into the company. Section 195 of the companies Act of 2006 specifies who becomes liable in the event that section 190 has been contravened. It further proceeds to verify how and who bears what on account of holding directorship position during the time that this Act was violated. In this case Vanessa is likely to be implicated into the scandal surrounding her brother and David as the directors of Fast Buck limited. The courts may also consider her behaviour to deny Gerry access to the additional premises. To Gerry the appointment of Vanessa is illegal and is in bad faith.40
Any director of a company is appointed by the general meeting of the company subject to the provisions section 66 of the companies Act 2006. This sections states that directors shall be appointed by the persons who sign the memorandum. In this respect a memorandum should never be signed partly. Only David and Jimmi have signed the memorandum seeking to extend directorship to Vanessa. This again renders her appointment invalid and constitutionally may fail to survive her office tenure according to section 67 Tenure of directors. Section 69 also casts doubt in her appointment this section requires the board of directors to appoint such employee as may be required for carrying out the business of the company given that in the case of any blood family member of the director of a public company who has infringed rights to his property in the non attendance of an immediate successor, is to be chosen in the company, the approval of the general meeting by all shareholders shall be necessary. Vanessa is said to be Jimmi’s sister and therefore there is a blood relationship in the company. Under these circumstances the director’s independence is brought under pressure and hence objectivity and integrity become threatened. Where this is true transparency becomes questionable. Vanessa’s appointment has also not been received by the House of Companies as required under section 25 of the companies Act. In the event of any thing requiring court confirmation both Jimmi and David will be severally and jointly held liable for non compliance.41
Amendments of Article of Association
“According to section 25 of chapter 2 the Companies Act 2006, a member of a company is not bound by an alteration to its articles after the date on which he became a member, if and so far the alteration requires him to take or subscribe more shares than the number held by him at the date on which the alteration is made or in any way increases his liability as at that date to contribute to the company’s share capital or to pay money to the company” (Section 25 of the company’s Act 2006). In this case David and Jimmi are already working on a proposal to alter the company’s article.42
Articles of association may be changed through special resolution. Shareholders who become party to the alteration must do so according to the voting powers bestowed upon them for the benefit of the Company. This should be done in good faith for the benefit of the entire company. Sidebottom v Kershaw, Leese & Co [1920]43. It is the responsibility of the shareholders to determine whether or not the alteration is for the benefit of the company. In most cases alterations normally affect the shareholdings of prospective individuals. Therefore the statutory power of altering the articles should be in the strength of all shareholders’ unanimous agreement. A company may be prohibited from altering its articles of association by a member who has a majority shareholding in the company. The company may however disregard the member and change the articles. This will be a breach of the contract and is punishable by the law.44
In general, articles cannot be altered to raise the liability of a member to contribute to share capital or otherwise to pay money to the company without his permission and a special resolution altering articles may be impeached if its effect is to distinguish between the majority of shareholders and the minority shareholders so as to give the former an unfair advantage over the latter. If a court issues an order by way of protection of a member of the company against unfair discrimination requiring the company not to make any or any specified alteration in its articles, the company has no power without leave of the court to alter its articles. The decision by David and Jimmi to alter the articles so as to accommodate Vanessa is null and void. It will be against section 25 of the Companies Act 2006.45
Changing the share capital
The decision by David and Jimmi to issue shares to Vanessa amounts to alteration of share capital. “A company can only enlarge or reduce its issued share capital by transcending an ordinary resolution unless its articles of association require a special or extraordinary resolution of which a copy must be taken to the companies House by 15 days of being passed” In ordinary cases a company cannot reduce its issued share capital since the shares are private property of the shareholders unless a court of law confirms a minute of diminution subsequent a special resolution of the company, shares have been bought back in accordance with a redemption contract or the company’s articles allow it to buy own shares and the purchase is authorised by a special resolution. At the same time the board of directors may decide to admit additional people as members of the company and hence be allotted shares. The law stipulates that the directors must not allot shares without the authority of existing shareholders. “This authority is normally stated in the articles of association or may be given to the directors through a resolution passed at the general meeting of the company.”46 (articles)
The shareholders may pass a resolution allowing directors to allot shares within a specified period stating the quantity and types of shares to allotted. Usually the period is five years but in some cases the resolution can the director’s authority to allot shares for more than five years. When this happens a copy of the resolution is supposed to be passed to the houses of companies as soon as possible. Section 996 of the companies Act 2006 gives the court powers to give rulings on a petition filed under this act. If the court is satisfied that the petition under this act is well founded, it may make such order as it thinks fit for giving relief in respect of the matters lodged. In Fast Back limited David and Jimmi have not made any proposals to inform Gerry of a possible share allotment to Vanessa neither have they passed any resolution nor forwarded a copy of their proposed share allotment to the house of Companies.47
This amounts to unfair prejudice and under this section of the companies Act 2006 i.e. section 996, without prejudice to the totality of subsection (1), the court may issue an order regulating the conduct of the company affairs in future, or issue an instruction to refrain from doing or continuing an act perpetrated, require the company to do what the petitioner has complained. The courts may also authorise civil proceedings to be instituted in the name and on behalf of the company by such person or persons and on such terms as the court may direct; or bar the company from making any specified alterations in its articles without the leave of the court. O’Neill v. Phillips48, per Lord Hoffmann. 49
David and Jimmi are therefore jointly and severally liable for any damages caused to Gerry as a result of Allotting shares secretly to Vanessa. They have acted in contravention of section 62 of Act 125 of the Companies Act of 1965 that was revised in 1973. Again they are liable for non compliance, failing to forward a copy of their proposed share allotment to Vanessa to the House of Companies.50
Conclusion
Many problems being experienced today in companies are due to bad management leadership. It’s always said that what starts from the top will always come down and affect those who are at the bottom of the ladder. If the management of a company will choose to disregard the obvious Company Acts, then that particular company will be courting its demise. Directors are custodians of the shareholders property and should therefore do everything within their power to protect what has been put in their trust. To effectively do this they should not be biased toward the minority shareholders since each one of them is important to the company. When a conflict arises in a company the matter should be settled in court to allow people from applying their own law that in the long run may favour some people.
Footnotes
- (Andrew & Goo, 2008, p.460-1)
- (Colombia, 1991, p.170-1)
- (Earl & Daniel, 1969, p.690-2).
- (Ford, Arthur & Austin, 1990, p.900-3).
- (Gower, 1969, p.791-2)
- (Laurence& Bartlett, 1979, p.580-3
- BCLC 243
- (Laurence& Bartlett, 1979, p.580-3)
- (Francis, 2006, p.58-9)
- (Earl & Daniel, 1969, p.690-3).
- (Thomas, 1895, p.1010-5)
- (Sealy, 1971, p.754-7)
- (William&George, 1908, p.595-9)
- (Sealy, 1971, p.754-5)
- (William& George, 1908, p.595-9)
- (Charles worth, etal, 1983, p.420-4)
- (Thomas, 1895, p.1010)
- (Peter, 2001, p.212-6).
- (Pennington, 1979, p.820-3)
- (Charles worth, etal, 1983, p.420-2)
- (Thomas, 1895, p.1010)
- (William& George, 1908, p.595)
- (William& George, 1908, p.595)
- (Colombia, 1991, p.170-8)
- (Andrew & Goo, 2008, p.460-4)
- (Royston, 2005, p.584-6)
- (Fiona, 2003, p.445-6)
- LR 3 Esq. 355
- All ER 441 (James, 2005, p.548-6)
- (Colombia, 1991, p.170-3)
- (Andrew & Goo, 2008, p.460-4)
- Colombia, 1991, p.170-3)
- (Earl & Daniel, 1969, p.690-5)
- (Ford, Arthur & Austin, 1990, p.900-5)
- (Francis, 2006, p.58-60)
- (Geoffrey, Great Britain & Francis, 2007, p.1001)
- (Gower, 1969, p.791)
- (Hugh& Macmillan, 1908, p.99)
- (Laurence& Bartlett, 1979, p.580)
- (Lutgart, 2002, p.220)
- (OECD, Organization, 2003, p.122-5)
- 1 Ch 154, CA
- (Pennington, 1979, p.820)
- (Peter, 2001, p.212).
- (Sealy & Washington, 2007, p.603-7).
- (Sealy, 1971, p.754)
- (1999) 1 WLR 1092
- (Thomas, 1895, p.1010)
- (William&George, 1908, p.595)