Shuttleworth v Cox Brothers & Co Ltd [1927] 2 KB 9

Facts: An amendment allowed the board to remove a permanent director, targeting Shuttleworth, who was accused of fraud.

Issue: Was the alteration valid if believed to be in the company's best interests?

Held: The alteration was valid. It was made bona fide for the company’s interest, even if it affected an individual director.

Key Judicial Statement: Scrutton LJ observed, “It is not the business of the Court to manage the affairs of the company; it is for the shareholders and directors, provided there are reasonable grounds for their decision.”

💡 Leveluplaw: Courts will not interfere with shareholders' decisions as long as they are made in good faith with reasonable grounds.

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Peter’s American Delicacy Co Ltd v Heath (1939) 61 CLR 457

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Dafen Tinplate Company Ltd v Llanelly Steel Company (1907) Ltd [1920] 2 Ch 124