Attorney General v Davy (1741) 26 ER 531 is a UK company law case, which establishes this small but essential point of law: the default rule is that a majority of a corporate body can determine what it does.
Equivalent rules in contemporary company law are s 168 Companies Act 2006, which allows shareholders to remove directors through a simple majority, Foss v Harbottle which presupposed that a majority of shareholders can always take action to litigate, and the rule in Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame,[1] which raises the requirement to 75% of the shareholders if they are to give instructions to the board.
King Edward VI had incorporated twelve people by name in a charter to elect a chaplain for the church of Kirton, just outside Boston, Lincolnshire. A clause stated that three of the twelve would choose a chaplain for the Sandford church as well, another village within the Kirton parish, with the consent of the majority of Sandford residents. A late vacancy had been created. Two of the three chose a chaplain with the majority of residents' consent, but the third dissented. The question was whether the choice was valid.[2]
Judgmentedit
Lord Hardwicke LC held that the chaplain was validly elected, for a corporate body can act by a majority vote at any duly summoned meeting of members.
It cannot be disputed that wherever a certain number are incorporated, a major part of them may do any corporate act; so if all are summoned, and part appear, a major part of those that appear may do a corporate act, though nothing be mentioned in the charter of the major part. This is the common construction of charters, and I am of opinion that the three are a corporation for the purpose they are appointed, and the choice too was confirmed, and consequently not necessary that all the three should join; but if the act to be done by a select number of the twelve had been by a different charter, it would have been otherwise; it is not necessary that every corporate act should be under the seal of the corporation, nor did this need the corporation seal.
^The Report cites the summary and facts as follows, "Case 169.— in the Vacation of Trin. Term , 1741. S. G. cited 1 Ves. 419.—Where a certain number are incorporated, a major part of them may do any corporate act, though nothing be mentioned in the charter. King Edward the Sixth, by charter incorporated twelve persons by name, to elect a chaplain for the church of Kirton, in Lincolnshire , and by another clause three of the twelve were to chuse a chaplain to officiate in the church of Sandford, within the parish of Kirton , with the consent and approbation of the major part of the inhabitants of Sandford. Upon a late vacancy, two of the three chose a chaplain, with the consent of the major part of the inhabitants of Sandford, the third dissented; and the question was, Whether this was a good choice."
Further readingedit
R v Varlo (1775) 1 Cowp 248
January 01, 1970
attorney, general, davy, 1741, company, case, which, establishes, this, small, essential, point, default, rule, that, majority, corporate, body, determine, what, does, courtcourt, chancerydecided1, january, 1741citation, 1741, 1741, 212case, opinionslord, hard. Attorney General v Davy 1741 26 ER 531 is a UK company law case which establishes this small but essential point of law the default rule is that a majority of a corporate body can determine what it does Attorney General v DavyCourtCourt of ChanceryDecided1 January 1741Citation s 1741 26 ER 531 1741 2 Atk 212Case opinionsLord Hardwicke LC Equivalent rules in contemporary company law are s 168 Companies Act 2006 which allows shareholders to remove directors through a simple majority Foss v Harbottle which presupposed that a majority of shareholders can always take action to litigate and the rule in Automatic Self Cleansing Filter Syndicate Co Ltd v Cuninghame 1 which raises the requirement to 75 of the shareholders if they are to give instructions to the board Contents 1 Facts 2 Judgment 3 See also 4 Notes 5 Further readingFacts editKing Edward VI had incorporated twelve people by name in a charter to elect a chaplain for the church of Kirton just outside Boston Lincolnshire A clause stated that three of the twelve would choose a chaplain for the Sandford church as well another village within the Kirton parish with the consent of the majority of Sandford residents A late vacancy had been created Two of the three chose a chaplain with the majority of residents consent but the third dissented The question was whether the choice was valid 2 Judgment editLord Hardwicke LC held that the chaplain was validly elected for a corporate body can act by a majority vote at any duly summoned meeting of members nbsp Lord Hardwicke LC It cannot be disputed that wherever a certain number are incorporated a major part of them may do any corporate act so if all are summoned and part appear a major part of those that appear may do a corporate act though nothing be mentioned in the charter of the major part This is the common construction of charters and I am of opinion that the three are a corporation for the purpose they are appointed and the choice too was confirmed and consequently not necessary that all the three should join but if the act to be done by a select number of the twelve had been by a different charter it would have been otherwise it is not necessary that every corporate act should be under the seal of the corporation nor did this need the corporation seal See also editUnited States corporate law ICS v West Bromwich BSNotes edit 1906 2 Ch 3 The Report cites the summary and facts as follows Case 169 in the Vacation of Trin Term 1741 S G cited 1 Ves 419 Where a certain number are incorporated a major part of them may do any corporate act though nothing be mentioned in the charter King Edward the Sixth by charter incorporated twelve persons by name to elect a chaplain for the church of Kirton in Lincolnshire and by another clause three of the twelve were to chuse a chaplain to officiate in the church of Sandford within the parish of Kirton with the consent and approbation of the major part of the inhabitants of Sandford Upon a late vacancy two of the three chose a chaplain with the consent of the major part of the inhabitants of Sandford the third dissented and the question was Whether this was a good choice Further reading editR v Varlo 1775 1 Cowp 248 Retrieved from https en wikipedia org w index php title Attorney General v Davy amp oldid 1222813655, wikipedia, wiki, book, books, library,
