Re Duomatic Ltd [1969] 2 Ch 365

Court: High Court

Facts: The case dealt with payments made to directors without formal resolution or service contracts. The company went into liquidation, and the liquidator sought repayment of these payments, arguing that they were unauthorized.

Held (High Court): The payments were considered valid because they had been made with the unanimous consent of all shareholders, even though no formal resolution had been passed.

Key Judicial Statement: Buckley J stated, “Where it can be shown that all shareholders who have a right to attend and vote at a general meeting of the company assent to some matter which a general meeting of the company could carry into effect, that assent is as binding as a resolution in general meeting would be.”

💡 Leveluplaw: The Duomatic principle allows for decisions to be deemed valid if all shareholders with the right to attend and vote have given their unanimous consent, even if no formal general meeting took place.