Barron v Potter [1914] 1 Ch 895 is a UK company law case, concerning the balance of power between the board of directors and the general meeting.

It stands for the principle that when the board is incapable of taking action, power to conduct the company's affairs will revert to the general meeting.

Canon Barron was not on speaking terms with Mr. William James Potter, the other director of the British Seagumite Co Ltd. Their office was 28 Fleet Street.

So on 23 February 1914, Mr. Potter came to meet Canon Barron, as he got off the train on a Paddington Station platform, from his country home (Woodham Ferris, Essex).

The report recorded Mr. Potter's version of the exchange as follows: Accordingly on February 23 he met the train at Paddington by which he expected Canon Barron to arrive, and seeing him alight from it walked by his side along the platform and said to him, “I want to see you, please.” Canon Barron replied, “I have nothing to say to you.” Mr. Potter then said, “I formally propose that we add the Reverend Charles Herbert, Mr. William George Walter Barnard, and Mr. John Tolehurst Musgrave as additional directors to the board of the British Seagumite Company Limited.

It is true that the general point was so decided by Eve J in Blair Open Hearth Furnace Co v Reigart,[1] and I am not concerned to say that in ordinary cases where there is a board ready and willing to act it would be competent for the company to override the power conferred on the directors by the articles except by way of special resolution for the purpose of altering the articles.

On this point I think that I can usefully refer to the judgment of the Court of Appeal in Isle of Wight Ry Co v Tahourdin,[2] not for the sake of the decision, which depended on the fact that it was a case under the Companies Clauses Consolidation Act, 1845 , but for the sake of the observations of Cotton and Fry LJJ upon the effect of a deadlock such as arose in the present case.

The company has passed a resolution for that purpose, and though a poll has been demanded no date or place has yet been fixed for taking it.