Fang v Green Elite Ltd [2025] UKPC 47
The Privy Council has handed down judgment in the Fang v Green Elite Ltd [2025] UKPC 47 in which John Machell KC (instructed by Peter Ferrer, Christopher Pease and Robert Maxwell Marsh of Harneys) successfully resisted the appeal.
The appeal concerned the shareholder Duomatic principle. The Privy Council confirmed the principle from Re George Newman Ltd [1895] 1 Ch 674 that directors have no right to be paid for their services, and cannot pay themselves or each other, or make presents to themselves out of the company's assets, unless authorised so to do by the company’s constitution or by the shareholders; and held that, for shareholders to be bound by unanimous informal agreement, it is not necessary for the features of a binding contract to be present, but they must intend to be bound as if they had passed a formal resolution.
