Smith v Butler – WLR Daily

Posted March 28th, 2012 in company directors, law reports by sally

Smith v Butler [2012] EWCA Civ 314; [2012] WLR (D) 96

“Where the terms of a managing director’s appointment to a company made no provision for the express delegation of any specific powers by the board of the company to him, although there might be an intention to implicitly delegate some powers to him, such delegation would not usually have the effect of excluding the powers of the board and the managing director had no implied power to suspend the company chairman or exclude him from the company’s premises. The implied powers of a managing director could include a power to commence legal proceedings, unless the board expressly or by implication decided that such proceedings ought not to be taken or was unlikely to ratify the commencement of proceedings.”

WLR Daily, 15th March 2012