Rolfe v Rolfe [2010] EWHC 244

Court: High Court

Facts: The issue was whether a director was properly appointed without a formal resolution, relying on informal consent from shareholders. There was no formal general meeting to appoint the director.

Held (High Court): There was no valid informal consent as required by the Duomatic principle. Mere internal decisions without outward expression did not suffice.

Key Judicial Statement: Newey J stated, “I do not accept that a shareholder’s mere internal decision can of itself constitute assent for Duomatic purposes. There must be material from which an observer could discern or infer assent.”

💡 Leveluplaw: For the Duomatic principle to apply, there must be outward expression or acquiescence from shareholders. A mere internal decision or informal agreement without observable manifestation does not meet the required standard.