## Facts

- The case concerned a dispute within a company that prevented a general meeting from being held through the usual corporate procedures.
- A group of shareholders applied to the court for an order to convene a meeting under section 371 of the Companies Act 1985, which empowers the court to order meetings if it is “not possible” to hold one by ordinary means.
- The dispute centered around the legal meaning and application of the phrase “not possible” within section 371.

## Issues

1. What constitutes “not possible” under section 371 of the Companies Act 1985—does it include merely challenging circumstances or only true legal/practical impossibility?
2. What evidentiary standard must applicants meet to secure a court-ordered meeting under section 371?
3. What factors should the court consider in deciding whether to grant a section 371 application?
4. How does the purpose of the proposed meeting and the interests of the company weigh in the court’s decision?

## Decision

- The court held that “not possible” under section 371 means an inability to hold a meeting due to legal barriers, deadlock, or practical failure, not simply organizational difficulty.
- Applicants bear the burden to provide clear and specific evidence demonstrating that normal procedures for convening a meeting cannot function.
- The court established that intervention should be exceptional, with court-ordered meetings reserved as a last resort.
- The purpose of the meeting must relate to legitimate company matters and not serve individual shareholder interests.
- The court must consider if alternative solutions exist and whether the meeting is genuinely in the interests of the company as a whole.

## Legal Principles

- A high standard of proof is required to show that convening a meeting by normal means is genuinely “not possible”; vague or general claims are insufficient.
- The court will only intervene when there are specific legal or procedural obstructions to holding a meeting.
- Court-ordered meetings must further the interests of the company, not the interests of select shareholders.
- Alternative dispute resolution methods should be explored before seeking a court order.
- The ruling reinforces lawful governance and procedural compliance in company management.

## Conclusion

Ross v Telford [1998] 1 BCLC 82 defined “not possible” within Companies Act 1985 section 371, requiring applicants to present strong evidence of legal or practical barriers to standard meetings, and reaffirmed that court-ordered meetings are an exceptional remedy grounded in clear company interests and compliance with correct procedures.
