Foss v Harbottle
E628501
Foss v Harbottle is an 1843 English company law case that established the rule that only a company itself, rather than individual shareholders, can sue for wrongs done to the company, subject to limited exceptions.
Statements (47)
| Predicate | Object |
|---|---|
| instanceOf |
English company law case
ⓘ
leading case ⓘ precedent ⓘ |
| appliesTo |
companies incorporated under statute
ⓘ
companies limited by shares ⓘ |
| concernsEntityType | joint stock company ⓘ |
| concernsIssue |
improper acquisition of company land
ⓘ
misapplication of company property ⓘ |
| establishedRule |
courts will not interfere with internal management of a company at the instance of minority shareholders
ⓘ
individual shareholders generally cannot sue for wrongs done to the company ⓘ only the company can sue for wrongs done to the company ⓘ |
| followedIn | other common law jurisdictions ⓘ |
| formsBasisFor | statutory derivative claim provisions in modern company law ⓘ |
| hasAreaOfLaw |
company law
ⓘ
corporate law ⓘ |
| hasCitation |
(1843) 2 Hare 461
ⓘ
67 ER 189 ⓘ |
| hasCountry | United Kingdom ⓘ |
| hasCourt | Court of Chancery NERFINISHED ⓘ |
| hasDecisionYear | 1843 ⓘ |
| hasDefendant |
Harbottle
NERFINISHED
ⓘ
other directors of the company ⓘ |
| hasDoctrineName | rule in Foss v Harbottle ⓘ |
| hasExceptionType |
acts requiring a special majority not properly obtained
ⓘ
acts ultra vires the company ⓘ derivative action ⓘ fraud on the minority ⓘ invasion of personal rights of shareholders ⓘ where wrongdoers are in control of the company ⓘ |
| hasImpact |
reinforced majority control in corporate decision-making
ⓘ
restricted minority shareholder litigation ⓘ |
| hasJudge | Wigram V-C NERFINISHED ⓘ |
| hasJurisdiction | England and Wales NERFINISHED ⓘ |
| hasLegalPrinciple |
internal management rule
ⓘ
majority rule principle ⓘ proper plaintiff rule ⓘ |
| hasPlaintiff |
Edward Starkie Turton
NERFINISHED
ⓘ
Richard Foss NERFINISHED ⓘ |
| held |
minority shareholders could not sue in their own names for a wrong done to the company
ⓘ
the company was the proper plaintiff to sue for the alleged wrongs ⓘ |
| influenced | development of derivative actions in common law jurisdictions ⓘ |
| isKeyCaseFor |
corporate personality doctrine
ⓘ
shareholder remedies ⓘ |
| isTaughtIn | company law courses ⓘ |
| relatesToConcept |
majority rule in companies
ⓘ
minority shareholder protection ⓘ separate legal personality of the company ⓘ |
Referenced by (1)
Full triples — surface form annotated when it differs from this entity's canonical label.