Add to My Bookmarks Export citation. The plaintiff who was a member of the company approached the defendant who was a director and a member, but the defendant refused to buy the shares. Rayfield v Hands [1960] Ch 1 is a UK company law case, concerning the enforceability of obligations against a company. Filter Ltd v Cuninghame, Hickman v Kent Sheep-Breeders’ Association, Attorney General of Belize v Belize Telecom Ltd, Re Leicester Club and County Racecourse Co, Smith and Snipes Hall Farm Ltd v River Douglas Catchment Board, Drive Yourself Hire Co (London) Ltd v Strutt, In re Leicester Club and County Racecourse Co, Cumbrian Newspapers Group Ltd v Cumberland & Westmorland Herald Newspaper & Printing Co Ltd, https://en.wikipedia.org/w/index.php?title=Rayfield_v_Hands&oldid=775770159, Creative Commons Attribution-ShareAlike License, Constitution, purchase of shares, articles, This page was last edited on 17 April 2017, at 00:31. Hands [1960] Ch.1 Company Law “The Articles constitute a contract between the individual members of the company, and they regulate the member’s mutual rights and duties as members.” Reed (Inspector of Taxes) vs. Young [1984] STC 38 Law of Partnership rayfield v hands (1960) Fatcs: The A/A provided that if any member wishes to transfer his shares, the directors who are also members must take up the shares at a fair value. Rayfield v Hands is a UK company law case, concerning the enforceability of obligations against a company. Company Law . - [1960] Ch. 1. i.e. Judgement for the case Rayfield v Hands. where X is appointed MD but his terms of appointment restrict his powers, actual authority is restricted to these areas. I may dispose of this point very briefly by saying that, in my judgment, the relationship here is between the plaintiff as a member and the defendants not as directors but as members. In the case of Rayfield v Hands, 1960 Ch 1 case, plaintiff was a shareholder in a particular company, who was required to inform directors if he intended to transfer his shares, and subsequently, the directors were required to buy those shares at a fair value. The plaintiff who was a member of the company approached the defendant who was a director and a member, but the defendant refused to buy the shares. Law of Partnership . Rayfield v Hands [1960] Ch 1 is a UK company law case, concerning the enforceability of obligations against a company. In RAYFIELD v HANDS (1960) Ch. 25, 26; April 2. Rayfield v Hands 1960 Ch 1 is a UK company law case concerning the enforceability of obligations against a company Facts Judgment References Mr Rayfield s Alchetron Kalpana 603.] Rayfield vs. Rayfield vs. Smith v Butler [2011] 4. actual authority may depend on terms of MD's appointment. Reed (Inspector of Taxes) vs. Young [1984] STC 38. The plaintiff who was a member of the company approached the defendant who was a director and a member, but the defendant refused to buy the shares. C wished to sell his shares and a director, who was also a member, refused to take them. It uses material from the Wikipedia article "Rayfield v Hands". Facts Mr Rayfield sued the directors of Field Davis Ltd to buy his shares. In the case Rayfield v Hands [8] the articles of a company stated that any members who wished to transfer their shares should inform the directors, who would purchase the shares at a fair value. rayfield v hands (1960) Fatcs: The A/A provided that if any member wishes to transfer his shares, the directors who are also members must take up the shares at a fair value. Mr Rayfield sued the directors of Field Davis Ltd to buy his shares. “The capital of a partnership is the aggregate of the contributions made by the partners, either in cash or in … The articles cannot contain anything which is illegal or contrary to public policy. Contract between a member and each other Rayfield v Hands Fatcs: The A/A provided that if any member wishes to transfer his shares, the directors who are also members must take up the shares at a fair value. In the Rayfields v Hands case, Vaisey J considered all the conflicting authorities on the issue and concluded that there was a contract inter se, which was directly enforceable by one member against another. In In re Leicester Club and County Racecourse Co, Pearson J, referring to the directors of a company said that they "continue members of the company, and I prefer to call them working members of the company," and on the same page he also said: "directors cannot divest themselves of their character of members of the company. He referred to the privity decisions of Denning LJ in Smith and Snipes Hall Farm Ltd v River Douglas Catchment Board[2] and Drive Yourself Hire Co (London) Ltd v Strutt[3] and also Carlill v Carbolic and The Satanita to say that the company did not need to be joined to the action to bring it, even though a members create a contractual relation with the company. If X is a director of particular area (e.g. Rayfield v Hands [1958] 2 All ER 194. Cookie policy. Article 11 of the company’s constitution said ‘Every member who intends to transfer shares shall inform the directors who will take the said shares equally between them at a fair value.’ The directors were refusing to follow this rule, and Mr Rayfield sought an injunction. 2. Hands [1960] Ch.1. 81 the directors of the company were required to be members of the company (the directors share qualification). From first to last, ... they are doing their work in the capacity of members, and working members of the company. Harold Holdsworth [1955] a.i.1.b. 603.] He referred to the privity decisions of Denning LJ in Smith and Snipes Hall Farm Ltd v River Douglas Catchment Board[2] and Drive Yourself Hire Co (London) Ltd v Strutt[3] and also Carlill v Carbolic and The Satanita to say that the company did not need to be joined to the action to bring it, even though a members create a contractual relation with the company. The plaintiff owned 725 shares in the company and requested that the defendant directors should buy them but they refused to do so. 1 [CHANCERY DIVISION] RAYFIELD v. HANDS AND OTHERS. Except where otherwise indicated, Everything.Explained.Today is © Copyright 2009-2020, A B Cryer, All Rights Reserved. Smith and Snipes Hall Farm Ltd v River Douglas Catchment Board, Constitution, purchase of shares, articles. Mr Rayfield sued the directors of Field Davis Ltd to buy his shares. Company - Shares - Articles of association - Enforcement between members - Provision that every member intending to transfer shares should inform directors who "will … The case was approved by Scott J in Cumbrian Newspapers Group Ltd v Cumberland & Westmorland Herald Newspaper & Printing Co Ltd [1986] BCLC 286.