June 25th, 2024 by James Goudie KC

In SYSPAL CAPITAL LTD v TRUMAN ( 2024 ) EWHC 1561 ( Ch) Roth J at paras 23-26 inc summarised the principles of interpretation by reference to the Supreme Court in WOOD v CAPITA )2017) UKSC 24 and in SARA & HOSSEIN ASSET HOLDINGS LTD v BLACKS OUTDOOR RETAIL LTD (2023) UKSC 2, and added that, when it comes to the background facts, the Articles of Association of a Company are in “ somewhat special category “ as compared to a private contract. As explained by Snowden J, as he then was, in RE EURO ACCESSORIES LTD (2021) EWHC 47 (Ch), approved by the Court of Appeal in VENTURA CAPITAL GP LTD v DNANUDGE LTD (2023) EWCA Civ 1142,  the process of interpretation to arrive at the meaning of a provision in a Company’s Articles of Association must concentrate on the natural and ordinary meaning of the words used, when viewed in light of the scheme and purpose of the Articles in general, any extrinsic facts about the company or its membership that would reasonably be ascertainable by any reader of the Company’s constitution and public findings at Companies House and commercial common sense.

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