Is a shareholder resolution a contract?

Andrew

Dear Mat

Without wishing to be pedantic, do we think that the parole evidence
rule could in reality be relied on to keep an oral agreement out if
this was a traditional contract? I'm far from sure one could.

Kind regards

Ger

On 3/4/19, Harrington Matthew P. <matthew.p.harrington@umontreal.ca> wrote:

Dear Colleagues:

A student posed an interesting question today:

Assume shareholders passed a resolution, (to reallocate shares or change
share classes).  Assume that the board then did something else on the
grounds that this other thing was discussed but not included in the actual
resolution.  I.e., this is what we really meant...

Can the shareholders rely on the parol evidence rule to keep out evidence of
these other discussions and enforce the resolution as written?

In short, would the parol evidence rule apply to a shareholder resolution or
does it apply only to traditional contracts?

I want to say yes but don’t have any case for saying so.

Am I right?

Any thoughts greatly appreciated.

Thanks
Matt

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Matthew P Harrington
Professeur
Faculté de droit
Université de Montréal
www.commonlaw.umontreal.ca
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