SHAREHOLDER: Proceedings against Company - injunction and declaration sought - internal remedies not availed of whether injunction appropriate

The plaintiff was a director and shareholder of the first defendant company. Aggrieved by the management and running the company, he brought this action against the second defendant bank (in respect of a loan to the company) and the managing director of the bank. The action sought, inter alia, an injunction against the defendants from acting in any manner contrary to the provisions of the Companies Act relating to the meetings of shareholders and directors; and a declaration and mandatory injunction that the Board of Directors, of which the plaintiff was one, should meet and manage the affairs of the company.

The trial judge refused the action and the plaintiff appealed. The Court of Appeal, in dismissing the appeal, held that:

1. the plaintiff had failed to prove the matters he alleged; and that it was difficult to see what personal wrong had been done to the plaintiff for which the damages claimed could be awarded;

2. in any event there were ample provisions in the Companies Act and the company's Memorandum and Articles of Association, relating to meetings of the company, but the plaintiff had not taken steps to explore and utilise these.