Plantation Wharf Management v Brady: garages, directors and corporate control

The High Court has delivered an important judgement on the interpretation of management company articles, determining that garages and storage units do not constitute "units of accommodation" for the purposes of director appointment rights. The decision in Plantation Wharf Management Limited & Ors v Vanessa Lillian Brady & Ors [2025] EWHC 2938 (Ch) provides valuable guidance on corporate governance disputes and the procedural requirements for company meetings.

Plantation Wharf Management Limited manages a mixed commercial and residential estate in Battersea. The freeholder, Cinnamon, had historically held the power to appoint up to four directors under the company's articles of association. This right was intended to cease once all "units" on the estate had been let to long leaseholders.

By July 2013, Cinnamon had disposed of all flats and offices but retained ownership of three garages and six storage units. A fundamental question arose: did these remaining properties constitute "units" such that Cinnamon retained its director appointment rights?

Ms Brady, a leaseholder, requisitioned a general meeting seeking to remove directors appointed by the freeholder and amend the articles. When the existing directors refused to convene the meeting, she called one herself, purportedly passing resolutions that removed the board and appointed her as chair.

The construction issue

Nicola Rushton KC, sitting as a Deputy High Court Judge, conducted a detailed analysis of the phrase "unit of accommodation" within Article 4 of the articles. The definition read: "a flat, office or other unit of accommodation comprised in any property".

Applying established principles from Holmes v Keyes and Arnold v Britton, the court emphasised that articles must be construed as business documents with reasonable business efficacy, focusing on the natural and ordinary meaning of the language used.

The court concluded that "unit of accommodation" naturally refers to self-contained spaces designed for regular and extended occupation by people—living, working or entertainment spaces. Garages and storage units, entered only briefly, fell outside this definition. The Oxford English Dictionary's emphasis on "room and provision for the reception of people" supported this narrower construction.

Consequently, Cinnamon lost its director appointment rights in July 2013 when it disposed of the last flat or office. The freeholder directors should have retired at the next annual general meeting thereafter.

Procedural deficiencies

The court also examined whether the requisition notice and subsequent general meeting were valid. Whilst the requisition notice itself was upheld—its stated objects could be achieved even if the proposed resolutions were defective—the actual general meeting suffered from fatal flaws.

Most significantly, proxy votes were directed to an email address controlled solely by Ms Brady, not the company's directors. This breached Article 56 of Table A (1985), which requires proxy deposits "to the satisfaction of the directors". With the overwhelming majority of votes cast by proxy, the directors had no means of verifying the votes. This serious procedural failure rendered the meeting unlawful.

Additionally, the proposed resolutions would have varied class rights of B shareholders without following the statutory requirements under section 630 of the Companies Act 2006 for separate class meetings or written consent from three-quarters of the class.

Practical implications

The court granted declarations that the March general meeting and subsequent board meeting were unlawful, and that Ms Brady, Mr Waterson and Mr Hindley were not validly appointed as directors. However, recognising the confused state of director appointments generally, the court declined to declare who the current directors were. Instead, it ordered a fresh general meeting under section 306 of the Companies Act 2006 to appoint new qualifying directors properly.

The judgement demonstrates the courts' willingness to scrutinise both the substantive construction of constitutional documents and procedural compliance in corporate governance disputes, whilst seeking practical solutions to restore proper management.

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