## Facts

- Smith and Fawcett established a private company engaged in investment management and securities.
- The company’s articles conferred on directors an absolute power to refuse the registration of share transfers.
- Following Smith’s death, his executors sought to transfer his shares to his son.
- Fawcett, the surviving director, refused to register most of the share transfer.
- The executors contended that Fawcett’s refusal was unfair.

## Issues

1. Whether directors may refuse to register share transfers under the company’s articles, and what limits apply.
2. Whether the directors’ discretion must be exercised honestly for the benefit of the company.
3. The standard by which courts assess whether directors have properly exercised their discretionary powers.

## Decision

- The Court of Appeal held that directors must act honestly and in what they consider to be the interests of the company.
- The directors' discretion to refuse share transfers, though wide, must be exercised in good faith.
- It was found that Fawcett’s refusal to register the share transfer was within the powers granted by the articles and made without evidence of dishonesty or improper motive.
- The court affirmed that it would not substitute its judgment for that of honest directors acting within their powers.

## Legal Principles

- Directors must exercise their powers bona fide in what they believe to be the interests of the company, not for any collateral purpose.
- Courts will not interfere with bona fide business decisions of directors, unless there is evidence of bad faith or an improper motive.
- The extent of directors’ powers derives from both the company’s constitutional documents and the general law, but wide discretion conferred by articles does not override the obligation to act for proper purposes.
- The test is subjective: whether the directors honestly believe their decision benefits the company.

## Conclusion

Re Smith & Fawcett Ltd confirms that company directors have broad discretion under the articles but must act honestly and in good faith for the company's benefit. The courts will not override directors’ bona fide decisions absent evidence of bad faith, providing a key standard for evaluating directors’ duties in company law.


Re Smith & Fawcett Ltd [1942] Ch 304