duomatic

The Duomatic principle is a principle of English company law relating to the informal approval of actions by a company's shareholders (and, potentially, directors). The principle is named after one of the earlier judicial decisions in which it was recognised: Re Duomatic Ltd [1969] 2 Ch 365, although in that case Buckley J was approving an older statement of the law from the decisions in In re Express Engineering [1920] 1 Ch 466 and Parker and Cooper Ltd v Reading [1926] Ch 975. It origins lie in the obiter dictum comments of Lord Davey in Salomon v Salomon & Co Ltd where he stated that 'the company is bound in a matter intra vires by the unanimous agreement of its members'.The principle will apply even if the articles of association specifies a particular procedure in relation to the subject matter of the decision.It has been noted that although the principle is normally referred to as the Duomatic principle, the actual rule predates that case by several decades.

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