Attorney General of Belize v Belize Telecom Ltd [2009] UKPC 10

Court: Privy Council

Facts: Belize Telecom's articles allowed certain shareholders to appoint directors. When a shareholder went into liquidation, the company sought to remove directors appointed by that shareholder, arguing for an implied term allowing such removal.

Issue: Can a term be implied into the articles of association to permit the removal of directors appointed by a shareholder who ceases to exist?

Held: The Privy Council implied the term, finding it necessary to fulfill the articles' purpose regarding director appointments.

Key Judicial Statement: Lord Hoffmann stated, "The process of implying a term is part of the exercise of interpretation... It is the meaning which the instrument would convey to a reasonable person having all the background knowledge which would reasonably be available."

💡 Leveluplaw: Terms can be implied into company articles if they align with the reasonable understanding of the document’s purpose and context.