date of Incorporation. And that was after June, 2002. That was an agreed fact from the records that Technology Associates Limited was incorporated on 17th day of June, 2002. So whereas Counsel for the 2nd and 3rd plaintiffs insisted that Articles 37 (d) of the Articles of Association is both prescriptive and mandatory, under the Golden rule of interpretation, Ordinary words have to be given their Ordinary meanings and technical words their technical meanings.
That was stressed by Lord Diplock in Dupont Steel Vs. Sirs [19801
1 All E.R 529, quoted by Counsel for the Defendant, where it was held thus:-
“ Where the meaning of the Statutory words is plain and unambiguous it is not then for the Judges to invent fancied ambiguities as an excuse for failing to give effect to its plain meaning because they consider the consequences for so going would be expedient
And so while I agree with the submissions by Counsel for the plaintiffs that under Halbury’s Laws of England (4th) Edition 1996, volume 7 (1) paragraphs 142 states:-
“142 the Articles Constitute a contract between the Company and a members in respect of his rights and liabilities as a shareholder; and a company may she a member and a member may sue a Company to enforce and restrain breaches of the regulations contained in the Articles dealing with such matters”.
However, in my humble view, the above position of the law as stated in Halsbury’s laws of England does not apply retrospectively. The provisions of Article 37(c), that;
“ if he becomes an employee or a shareholder of another Company doing the same business without the written consent of the Board of Directors”.