Imperial Hydropathic Hotel Co, Blackpool v Hampson
Encyclopedia
Imperial Hydropathic Hotel Co, Blackpool v Hampson (1883) 23 Ch D 1 is a UK company law case, concerning the interpretation of a company's articles of association. On the specific facts it has been superseded by the Companies Act 2006
section 168, which allows a director to be removed through an ordinary majority resolution of the general meeting.
Blackpool Imperial Hotel) stated that the directors should hold office for three years and retire by rotation. At a general meeting, the shareholders passed a resolution to remove two directors who were not yet due to retire, and elected two others instead. The company claimed the directors had been validly removed.
Cotton LJ concurred, saying,
Bowen LJ finished as follows.
Companies Act 2006
The Companies Act 2006 is an Act of the Parliament of the United Kingdom which forms the primary source of UK company law. It had the distinction of being the longest in British Parliamentary history: with 1,300 sections and covering nearly 700 pages, and containing 16 schedules but it has since...
section 168, which allows a director to be removed through an ordinary majority resolution of the general meeting.
Facts
The articles of association of the Imperial Hydropathic Hotel Co (now the BarcelóBarceló Hotels
Barceló Hotels UK is the UK division of the Spanish privately owned group Barceló Hotels & Resorts. Barceló UK operate 21 4-star hotels in locations across Scotland, England and Wales. Hotels are situated in city and town centres, coastal resorts and countryside retreats...
Blackpool Imperial Hotel) stated that the directors should hold office for three years and retire by rotation. At a general meeting, the shareholders passed a resolution to remove two directors who were not yet due to retire, and elected two others instead. The company claimed the directors had been validly removed.
Judgment
The Court of Appeal held that the company's articles could not be disregarded through a shareholder resolution. Where a company's articles limit the general meeting's power, the articles must be formally amended first, and may not simply be ignored, even with a majority large enough to change the articles. Lord Jessel MR gave the first judgment.Cotton LJ concurred, saying,
Bowen LJ finished as follows.