rayfield v hands

In the case of Rayfield v Hands, 1960 Ch 1 case, plaintiff was a shareholder in a particular company, who was required to inform directors if he intended to transfer his shares, and subsequently, the directors were required to buy those shares at a fair value. The case was approved by Scott J in Cumbrian Newspapers Group Ltd v Cumberland & Westmorland Herald Newspaper & Printing Co Ltd [1986] BCLC 286. 1958 Mar. 25, 26; April 2. [1957 R. No. Now the question arises at the outset whether the terms of article 11 relate to the rights of members inter se (that being the expression found in so many of the cases), or whether the relationship is between a member as such and directors as such. Contract between a member and each other Rayfield v Hands Fatcs: The A/A provided that if any member wishes to transfer his shares, the directors who are also members must take up the shares at a fair value. Vaisey J granted the injunction and held the article imposed an obligation on the directors, not as officers, but also in their capacity as members. He referred to Re Leicester Club and County Racecourse Co[1] where Pearson J referred to directors as ‘working members of the company’ and that ‘they are doing their work in the capacity of members, and working members of the company’. In the case Rayfield v Hands [8] the articles of a company stated that any members who wished to transfer their shares should inform the directors, who would purchase the shares at a fair value. 1. i.e. He referred to the privity decisions of Denning LJ in Smith and Snipes Hall Farm Ltd v River Douglas Catchment Board[2] and Drive Yourself Hire Co (London) Ltd v Strutt[3] and also Carlill v Carbolic and The Satanita to say that the company did not need to be joined to the action to bring it, even though a members create a contractual relation with the company. It uses material from the Wikipedia article "Rayfield v Hands". From first to last, ... they are doing their work in the capacity of members, and working members of the company. 603.] 81 the directors of the company were required to be members of the company (the directors share qualification). In the case Rayfield v Hands [8] the articles of a company stated that any members who wished to transfer their shares should inform the directors, who would purchase the shares at a fair value. RAYFIELD V. HANDS-A POSTSCRIPT AND A DROP OF SCOTCH MY note (at p. 401, supra) has provoked counsel for the plaintiff to place me in his debt by indicating the lines of his successful argument in the above case.1 The closely reasoned argument throws new light on the judgment and it would seem desirable to draw it to our readers' attention.2 Vaisey J granted the injunction and held the article imposed an obligation on the directors, not as officers, but also in their capacity as members. Reed (Inspector of Taxes) vs. Young [1984] STC 38. Rayfield v Hands [1958] 2 All ER 194. Rayfield v Hands [1960] Ch 1 is a UK company law case, concerning the enforceability of obligations against a company. The directors, Rayfield v Hands [1960] Ch 1 is a UK company law case, concerning the enforceability of obligations against a company. In the Rayfields v Hands case, Vaisey J considered all the conflicting authorities on the issue and concluded that there was a contract inter se, which was directly enforceable by one member against another. Mr Rayfield sued the directors of Field Davis Ltd to buy his shares. The facts: The articles required that (a) every director should be a shareholder and (b) the directors must. [1957 R. No. rayfield v hands (1960) Fatcs: The A/A provided that if any member wishes to transfer his shares, the directors who are also members must take up the shares at a fair value. - [1960] Ch. Vaisey J. The plaintiff who was a member of the company approached the defendant who was a director and a member, but the defendant refused to buy the shares. Filter Ltd v Cuninghame, Hickman v Kent Sheep-Breeders’ Association, Attorney General of Belize v Belize Telecom Ltd, Re Leicester Club and County Racecourse Co, Smith and Snipes Hall Farm Ltd v River Douglas Catchment Board, Drive Yourself Hire Co (London) Ltd v Strutt, In re Leicester Club and County Racecourse Co, Cumbrian Newspapers Group Ltd v Cumberland & Westmorland Herald Newspaper & Printing Co Ltd, https://en.wikipedia.org/w/index.php?title=Rayfield_v_Hands&oldid=775770159, Creative Commons Attribution-ShareAlike License, Constitution, purchase of shares, articles, This page was last edited on 17 April 2017, at 00:31. This article is licensed under the GNU Free Documentation License. Cookie policy. rayfield v hands (1960) Fatcs: The A/A provided that if any member wishes to transfer his shares, the directors who are also members must take up the shares at a fair value. Mr Rayfield sued the directors of Field Davis Ltd to buy his shares. Harold Holdsworth [1955] a.i.1.b. C wished to sell his shares and a director, who was also a member, refused to take them. Under the common law the courts made it clear that a member can only enforce those rights that she or he in his capacity as a member fall within the scope of section 33 of the CA 2006. The plaintiff owned 725 shares in the company and requested that the defendant directors should buy them but they refused to do so. Rayfield v Hands 1958. 603.] Article 11 of the company’s constitution said ‘Every member who intends to transfer shares shall inform the directors who will take the said shares equally between them at a fair value.’ The directors were refusing to follow this rule, and Mr Rayfield sought an injunction. Automatic Self-Clean. Article 11 of the company’s constitution said ‘Every member who intends to transfer shares shall inform the directors who will take the said shares equally between them at a fair value.’ The directors were refusing to follow this rule, and Mr Rayfield sought an injunction. Add to My Bookmarks Export citation. where X is appointed MD but his terms of appointment restrict his powers, actual authority is restricted to these areas. Rayfield v Hands [1960] Ch 1 is a UK company law case, concerning the enforceability of obligations against a company. Except where otherwise indicated, Everything.Explained.Today is © Copyright 2009-2020, A B Cryer, All Rights Reserved. Type Document Page start 258 Page end 258 Is part of Book Title Sealy and Worthington's cases and materials in company law Author(s) L. S. Sealy, Sarah Worthington, L. S. Sealy Date 2013 Publisher Oxford University Press Pub place Oxford United Kingdom Edition Hands [1960] Ch.1 Company Law “The Articles constitute a contract between the individual members of the company, and they regulate the member’s mutual rights and duties as members.” Reed (Inspector of Taxes) vs. Young [1984] STC 38 Law of Partnership The plaintiff owned 725 shares in the company and requested that the defendant directors should buy them but they refused to do so. “The Articles constitute a contract between the individual members of the company, and they regulate the member’s mutual rights and duties as members.”. The case was approved by Scott J in Cumbrian Newspapers Group Ltd v Cumberland & Westmorland Herald Newspaper & Printing Co Ltd [1986] BCLC 286. “The capital of a partnership is the aggregate of the contributions made by the partners, either in cash or in … In In re Leicester Club and County Racecourse Co, Pearson J, referring to the directors of a company said that they "continue members of the company, and I prefer to call them working members of the company," and on the same page he also said: "directors cannot divest themselves of their character of members of the company. He referred to Re Leicester Club and County Racecourse Co[1] where Pearson J referred to directors as ‘working members of the company’ and that ‘they are doing their work in the capacity of members, and working members of the company’. 2 ICLR: Chancery Division/1960/RAYFIELD v. HANDS AND OTHERS. Mr Rayfield sued the directors of Field Davis Ltd to buy his shares. In Rayfield v. Hands,(1960,CH.1), the judge interpreted an article referring to directors as if it referred to members, to enable a provision requiring them to put the plaintiff’s shares at a fair value to take effect. Law of Partnership . Rayfield v Hands 1960 Ch 1 is a UK company law case concerning the enforceability of obligations against a company Facts Judgment References Mr Rayfield s Alchetron Kalpana ..." I am of opinion, therefore, that this is in words a contract or quasi-contract between members, and not between members and directors. He referred to the privity decisions of Denning LJ in Smith and Snipes Hall Farm Ltd v River Douglas Catchment Board[2] and Drive Yourself Hire Co (London) Ltd v Strutt[3] and also Carlill v Carbolic and The Satanita to say that the company did not need to be joined to the action to bring it, even though a members create a contractual relation with the company. Rayfield v Hands is a UK company law case, concerning the enforceability of obligations against a company. Smith and Snipes Hall Farm Ltd v River Douglas Catchment Board, Constitution, purchase of shares, articles. Held: The plaintiff who was a member of the company approached the defendant who was a director and a member, but the defendant refused to buy the shares.

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