Kay J held that the first part of the original meeting request was illegal where it went beyond merely appointing a committee, because that could result in transferring power away from the directors that was properly fixed under the constitution.

The Court of Appeal unanimously overturned Kay J's decision and held that the meeting could be called because the notice about voting on removal of "any of the directors" was clear enough, and the Companies Clauses Act 1845 section 91 gave the general meeting power to remove directors.

69, the meeting cannot enter upon “any business not set forth in the notice upon which it shall have been convened.” Therefore the meeting if it had met on the notice issued by the directors, could not have considered the question of removing any of the directors; and, in my opinion, its powers would have been limited as regards the first requisition, because assuming that everything upon which the committee were intended to enter is included in the working and general management of the company, yet as the purpose stated in the notice was limited to the appointment of a committee, it would have been said at once that neither that meeting nor any adjournment of it could require the directors to carry out the recommendations of the committee.

The ground on which the directors so limited their notice was (and that seems to have been adopted, so far as the first object goes, by the learned Judge) that everything proposed by the requisition beyond the appointment of a committee was illegal, and that therefore they were justified in not calling a meeting for the purpose of considering it.

We will not follow out the recommendations whatever they may be,” then very likely the general meeting would say, “If that be so we do not wish to have you as directors any longer, and we will remove you.” That shews why the words “any of” were put in.

If the committee make recommendations which are accepted by the company, some of the directors, though disapproving of them, may say, “We think this unadvisable, but as the company wishes it we submit to their wishes,” and then very likely the meeting will say, “We will not remove those gentlemen, but we will remove those who at the meeting refuse to take the course which we consider conducive to the interests of the company.” I am of opinion that under sect.

We must bear in mind the decisions in Foss v Harbottle and the line of cases following it, in which this Court has constantly and consistently refused to interfere on behalf of shareholders, until they have done the best they can to set right the matters of which they complain, by calling general meetings.

I quite agree that this notice is not happily worded, because it is capable of being construed so as to lead to the inference that they wanted to do this by delegating the powers of the company to a committee, the legality of which may be fairly questioned.

It seems to me a very strong thing to say that the meeting shall not be held, because the notice is so wide that, according to its terms, illegal resolutions might be passed.