Edwards v Halliwell [1950]

Jenkins LJ –
‘Where the alleged wrong [done to the company] is a
transaction which might be made binding on the company … and all its members by
a simple majority of the members, no individual member of the company is
allowed to maintain an action in respect of that matter’.
Jenkins LJ cited three main situations where wrong
will not be ratifiable by ordinary resolution:
a. Ultra vires cases.
b. Special majority cases.
c. Fraud on the minority cases.