“…me restrictions apply for the same reasons when determining whether a term may be implied into articles of association: see Bratton Seymour Service v Oxborough [1992] BCLC 693 and Belize Telecom.…”
“…gly cannot include extrinsic facts known only to some of the people involved in the formation of the company. See generally Bratton Seymour Service v Oxborough [1992] BCLC 693 and Attorney General of Belize v Belize Telecom [2009] 1 WLR 1988 (PC) at [35]-[37]. The admissible background could plainly include the statement of capital a…”
“… 2006), “the articles of association of a company differ very considerably from a normal contract” (per Dillon LJ in Bratton Seymour Service Co Ltd v Oxborough [1992] BCLC 693, at 696) and they derive their binding force “not from a bargain struck between parties but from the terms of the statute” (per Steyn LJ in the Bratton Seymour…”
“…itself. The distinction between the two routes to implication was clearly explained in the decision of this court in Bratton Seymour Service Co Ltd v Oxborough [1992] BCLC 693, upon which Lord Hoffmann commented in Attorney-General of Belize v Belize Telecom Ltd [2009] UKPC 10, [2009] 1 WLR 1988. He said:…”