Edwards v Halliwell

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Edwards v Halliwell
Royal Coat of Arms of the United Kingdom.svg
Court Court of Appeal of England and Wales
Citation(s) [1950] 2 All ER 1064
Case opinions
Jenkins LJ
Keywords
Corporate litigation

Edwards v Halliwell [1950] 2 All ER 1064 is a UK labour law and UK company law case about the internal organisation of a trade union, or a company, and litigation by members to make an executive follow the organisation's internal rules.

Facts[edit]

Some members of the National Union of Vehicle Builders sued the executive committee for increasing fees. Rule 19 of the union constitution required a ballot and a two third approval level by members. Instead a delegate meeting had purported to allow the increase without a ballot.

Judgment[edit]

Jenkins LJ granted the members' application. He held that under the rule in Foss v Harbottle the union itself is prima facie the proper plaintiff and if a simple majority can make an action binding, then no case can be brought. But there are exceptions to the rule. First, if the action is ultra vires a member may sue. Second, if the wrongdoers are in control of the union's right to sue there is a "fraud on the minority", and an individual member may take up a case. Third, as pointed out by Romer J in Cotter v National Union of Seamen[1] a company should not be able to bypass a special procedure or majority in its own articles. This was relevant here. And fourth, as here, if there is an invasion of a personal right. Here it was a personal right that the members paid a set amount in fees and retain membership as they stood before the purported alterations.

Jenkins LJ gave the following reasons.

See also[edit]

References[edit]

  1. ^ [1929] 2 Ch 58
  2. ^ See L. S. Sealy, Cases and Materials in Company Law, 2nd Edition, 1989, Butterworths-London, England