ABSTRACT
Certain burghers in Manchester had got together to purchase parkland to dedicate to the then heiress to the throne, Princess Victoria. The park opened to great acclamation but diffi culties soon followed. It was alleged by some of the company’s members that some directors had misapplied company property. The case was heard by Wigwram VC. He held that the action could not proceed as the individual shareholders were not the proper claimants. If a wrong had been committed, the wrong had been committed against the company and the company was therefore the proper claimant. The rule in Foss v Harbottle has acted like a dead hand on minority protection in British company law. The rule is, to some extent, justifi able. It has sometimes been justifi ed as preventing a multiplicity of actions and sometimes by the argument that the company can ratify what directors have done and that, therefore, litigation might well be pointless.
