Plantation Wharf Management Limited & Ors v Vanessa Lillian Brady & Ors

Where an interim injunction or declaration is likely to determine the dispute, the court must assess the relative strengths of the parties’ cases. The applicable test is more nuanced than the summary judgment test, although a fanciful defence may justify final relief at the interim stage.

Company articles are construed as commercial documents, principally by reference to their language read in context. A reference to a “unit of accommodation” did not extend to garages or storage units where the articles contemplated spaces intended for regular occupation.

A requisition remains valid where its stated objects can lawfully be achieved, even if the proposed resolutions require reformulation. Class rights must nevertheless be varied in accordance with Companies Act 2006 s 630.

The applicants sought declarations and injunctive relief concerning a disputed general meeting of Plantation Wharf Management Limited on 20 March 2025 and a subsequent board meeting on 1 April 2025. The meetings purported to amend the company’s articles, remove existing directors and appoint a new board.

The principal issues were the interim merits threshold, the meaning of “unit of accommodation” in the articles, the validity of a requisition notice, the validity and conduct of the meetings, the effect of retirement provisions, and the appropriate relief. The court also considered whether a further company general meeting should be ordered.

1. The court applied the approach in NWL Ltd v Woods rather than treating the application as an ordinary American Cyanamid case or applying the summary judgment test mechanically. Because the relief was likely to determine the dispute, the relative merits of the parties’ cases had to be assessed on the available evidence.

2. The articles were to be construed as a whole and as a business document. The phrase “unit of accommodation” meant a self-contained space designed and intended for regular and extended occupation, such as living, working or entertainment space. It did not include garages or storage units. Cinnamon therefore lost its power under the October 2011 Articles to nominate, remove and replace Freeholder Directors when, in July 2013, it ceased to own flats or offices.

3. The requisition notice was not invalid merely because its proposed resolutions could not lawfully be passed in the form proposed. Its objects, including changing the criteria for appointment, removing Freeholder Directors and amending the articles, could be achieved by differently worded resolutions. The directors should therefore have called a general meeting under Companies Act 2006 ss 303 and 304, and the requisitioners were entitled to call one under s 305 after the directors’ failure.

4. The proposed amendment would have varied the rights of B shareholders. Compliance with s 630(4)(a) or (b) was therefore required. A general meeting called under s 305 could not also be treated as a class meeting, and the required consent had not been obtained. The resolutions were consequently invalid.

5. The use of an email address for proxies controlled solely by Ms Brady, without the Company or its directors receiving the proxy records, was a serious breach of the articles. The court concluded that the March GM was most likely not validly called or properly conducted. The April BM was consequently unlawful.

6. Applying In re Consolidated Nickel Mines Ltd, the Freeholder Directors were treated as having retired at the first annual general meeting after July 2013. The Qualifying Directors subject to mandatory retirement were likewise treated as having retired at the latest appropriate meeting, with the relevant backstop being the AGM after the meeting at which the first three should have retired.

7. The court declared the March GM and April BM unlawful, declared the purported appointments of Ms Brady, Mr Waterson and Mr Hindley invalid, and declared that Mr Loggie, Mr Lawes and Mr Marshall were no longer directors. It declined to declare who the current Qualifying Directors were, ordered a general meeting under s 306 to appoint new Qualifying Directors, declined an order under s 1096 removing valid historical filings ab initio, and stayed the balance of the claim with permission to apply.