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 --------------------------------- Matthew P Harrington Professeur Faculté de droit Université de Montréal www.commonlaw.umontreal.ca ----------------------------------
Andrew Tettenborn Professor of Commercial Law, Swansea University
Institute for International Shipping and Trade Law
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