Foss v. Harbottle [1843]

(1843) 2 Hare 461, 67 ER 189 · Court of Chancery · England and Wales

Summary

Classic derivative action and shareholder litigation case.

Facts

Shareholders sued directors over alleged misapplication of company property.

Issue

Who is the proper plaintiff for wrongs done to a company?

Held

The company is generally the proper plaintiff.

Ratio Decidendi

Wrongs to a company are ordinarily enforced by the company, subject to exceptions.

Reasoning

Corporate personality and majority rule limit individual shareholder suits.

Significance

Classic derivative action and shareholder litigation case.

Related Cases

No related cases listed.

Exam Tips

Review the ratio and reasoning before applying this case in problem questions.

Sources