Re Belize Airways Ltd

• Jurisdiction: Belize
• Court: Supreme Court (Belize)
• Judge: Moe, C.J.
• Judgment Date: 11 September 1980
• Docket Number: Action No. 100 of 1980
• Date: 11 September 1980

Supreme Court

Moe, C.J.

Action No. 100 of 1980

Re: Belize Airways Limited

Mr. Horace W. Young, Q.C. for the applicants

Mr. Derek B Courtenay for the respondent

Company law - Court order for calling of meeting to inter alia appoint directors of company — Powers of the court to so act.

Moe, C.J.

1 By an ex parte originating summons dated 9th April 1980, the respondent applied for relief as follows: — (1) that an Extraordinary general meeting of Belize Airways Limited (hereinafter referred to as “the company”) may be convened by the court for the purpose of considering and if thought fit passing as an extraordinary resolution, the resolution set forth in the schedule to the summons; (2) that the court may give directions as to the manner in which the said meeting is to be called, held and conducted and all such ancillary and consequential directions as it may think expedient; (3) that an injunction be granted restraining the persons appointed as directors at the shareholder's meeting of the company held on the 26th day of March 1980 from acting as directors aforesaid or in any manner acting for or in the name of the company until directors are duly appointed at the meeting aforesaid.

2 On the 12th April 1980 the Chief Justice in Chambers made an order which inter alia: — (1) granted an injunction restraining forthwith the applicants amongst other persons (whether by themselves or any of them or by their servants or agents or otherwise howsoever) from acting as directors of or in any manner acting for or in the name of the said company until directors of the said company are appointed in pursuance of the order or until further order; (ii) ordered that an extraordinary general meeting of the members of the company be convened for the purpose of considering and if thought fit passing as an extraordinary resolution the resolution as set out and for appointing directors of the said company. The order then set out six directions with regard to the convening and conduct of the meeting which for the purposes of this decision it is unnecessary to recount.

3 This application seeks leave to appeal from that order. The applicants proceeded on the basis that the order was not covered by the provisions of section 15(3)(a)(ii) of the Court of Appeal Ordinance 1967. They relied on two of the circumstances under which leave may be granted in a matter of this nature and contend that (1) there is a prima facie case that an error was made, and (2) the question involved is one of general principle decided for the first time.

4 The applicants submit that an error will be found to have been committed because: — (i) the originating summons was not served nor brought to the notice of any person as respondent thereto or otherwise but yet the matter was dealt with and the order made; and (ii) there is no authority under which the court could have properly entertained the application. Alternatively (a) the order was made upon a wrong principle since there is provision whereby the respondent could have caused a meeting to be called or himself called a meeting; (b) the terms of the order and the directions thereunder were unreasonable, unjust and oppressive; and (c) the directions for convening the meeting were not precisely carried out. They further submit that the question of general principle decided for the first time is whether there is any authority under which the application could have been entertained.

5 I proceed first to consider the question whether there is authority under which the court could have entertained the application. Now the summons sought three things: — (1) to have an Extraordinary general meeting of the company convened by the court; (2) to have the court issue directions with regard to the calling and conducting of that meeting; (3) to have an injunction restraining the applicants from acting as directors of the company until directors were appointed at the meeting convened by the court. Both counsel agreed that there is no specific statutory authority under which the court may summon an extraordinary general meeting of a company in Belize. Counsel for the applicants pointed to section 66 of the Company Ordinance CAP 206 as provision under which the respondent himself could have convened such a meeting. At this point I set out section 66 in full which is as follows:–

“Section 66 — (1) Notwithstanding anything in the articles of a company the directors of a company shall, on the requisition of the holders of not less than one-tenth of the issued share capital of the company upon which all calls or other sums then due have been paid, forthwith proceed to convene an extraordinary general meeting of the company.

(2) The requisition must state the objects of the meeting, and must be signed by the requisitionists and deposited at the registered office of the company, and may consist of several documents in like form, each signed by one or more requisitionists.

(3) If the directors do not proceed duly to convene a meeting to be held within twenty-one days from the date of the requisition being so deposited; the requisitionists, or a majority of them in value, may themselves convene the meeting, but any meeting so convened shall not be held after three months from the date of the deposit.

(4) If at any such meeting a resolution requiring confirmation at another meeting is passed, the directors shall forthwith convene a further extraordinary general meeting for the purpose of considering the resolution and, if thought fit, of confirming it as a special resolution and, if the directors do not convene the meeting within seven days from the date of the passing of the first resolution, the requisitionists, or a majority of them in value, may themselves convene the meeting.

(5) Any meeting convened under this section by the requisitionists shall be convened in the same manner, as nearly as possible, as that in which meetings are to be convened by directors.”

6 On the evidence, the respondent was and is the holder of more than one-tenth of the issued share capital. On his requisition therefore the directors would be obligated to convene an extraordinary general meeting. At the meeting so convened, the resolution he wished considered may be then considered.

7 Counsel for the respondent however referred to the delaying procedures involved in...